TIDMMIND

RNS Number : 3673V

Mind Gym PLC

01 December 2023

1 December 2023

Mind Gym PLC

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

Half year results for the six months ended 30 September 2023

Strong pipeline following a challenging first half

MindGym (AIM: MIND), the global provider of human capital and business improvement solutions, announces its half year results for the six months ended 30 September 2023.

 
                                  6 months       6 months to      12 months 
                                     to                           to 31 Mar 
                                                                    2023 
                                   30 Sept       30 Sept 2022       (FY23) 
                                    2023 
                                  (H1 FY24)       (H1 FY23) 
  Revenue                        GBP20.9m         GBP26.8m        GBP55.0m 
                              -------------  ----------------  ------------ 
  US Revenue                     GBP11.1m         GBP16.7m        GBP31.3m 
                              -------------  ----------------  ------------ 
  EMEA Revenue                    GBP9.8m         GBP10.1m        GBP23.7m 
                              -------------  ----------------  ------------ 
  Gross profit margin              85.4%           87.5%           88.4% 
                              -------------  ----------------  ------------ 
  Digitally enabled revenue 
   mix                              69%             71%             68% 
                              -------------  ----------------  ------------ 
  Adjusted EBITDA(1)             (GBP4.1m)        GBP1.9m         GBP5.3m 
                              -------------  ----------------  ------------ 
  Statutory profit/(loss)       (GBP13.2m)        GBP0.6m          GBP3m 
   before tax 
                              -------------  ----------------  ------------ 
  Diluted EPS                    (11.34p)          0.84p           2.84p 
                              -------------  ----------------  ------------ 
  Cash at bank                    GBP2.1m         GBP4.5m         GBP7.6m 
                              -------------  ----------------  ------------ 
  Capital expenditure             GBP3.0m         GBP2.2m         GBP5.1m 
                              -------------  ----------------  ------------ 
 

(1) Adjusted EBITDA represents the underlying level of profit/ (loss), excluding exceptional items. In H1 FY24, exceptional items totalled GBP7.7m (H1 FY23: GBPnil), comprised of: digital asset impairment GBP6.6m, US office lease impairment GBP0.5m and restructuring costs GBP0.6m.

Financial Highlights

-- H1 FY24 revenue of GBP20.9m (H1 FY23: GBP26.8m) impacted by economic headwinds, resulting in delays and cancellations in Q2, which have affected the whole industry, particularly in the US

o In the US, revenue declined by 33% to GBP11.1m (H1 FY23: GBP16.7m), impacted by general market weakness, notably in the technology sector

o In EMEA, performance was resilient with revenues of GBP9.8m (H1 FY23: GBP10.1m). GBP2.0m of expected revenue moved into H2 FY24, resulting from a delay to the start of our large energy framework, which launched successfully in September

-- Digitally enabled revenue, as a proportion of total revenue in the period, was broadly flat at 69% (H1 FY23: 71%) reflecting a small increase in the proportion of face-to-face delivery

   --      Completed an annualised GBP8.0m cost reduction exercise, of which GBP3.0m will impact FY24: 

o Opex reduced by an annualised GBP4.5m, generating savings from H2 FY24 onwards and leading to a GBP1.1m exceptional restructuring charge

o Capex reduced by an annualised GBP3.5m to an anticipated GBP2.5m in FY25. This focuses investment on digital assets which are already revenue generating, with other activities paused. This resulted in a one-off, non-cash, impairment charge of GBP6.6m

-- The Group has adequate liquidity, with cash at 30 September 2023 of GBP2.1m (31 March 2023: GBP7.6m) and immediate access to GBP2.0m of its undrawn GBP10.0m debt facility, which it does not expect to utilise

Operational Highlights and Board Changes:

-- Following consultation with major shareholders, the Board has separately announced changes which reflect the planned evolution to the next stage of MindGym's growth and transition away from a founder dependent business:

o Christoffer Ellehuus to join MindGym as CEO designate on 8(th) January 2024 with the intention to join the Board and transition to CEO by the time of the FY24 AGM

o Octavius Black will move to Executive Chairman as part of a broader Board restructure to retain strong corporate governance and support delivery of MindGym's strategy

   --      MindGym continues to bring innovative products to market: 

o Awarded the prestigious Brandon Hall award for work with Burberry using Performa

o The recently acquired organisational diagnostics platform is now in trial with two clients

o Three awards won with the Association of Business Psychologists for our three year, multi million GBP work with Citi, utilising our new 'habit-lab' approach to culture change

o Launched the Point of View: 'Wellworking: how we can all be better at work', with a foreword by Amy Edmondson, Professor of Leadership at Harvard Business School. This has already been instrumental in securing a new contract with an estimated value of c. GBP0.8m

Current Trading & Outlook

-- The Company is trading in line with the Board's recently revised expectations for the full year

-- H2 FY24 will see a significant benefit from the Energy framework, which was successfully launched in September 2023, and continues through FY25

-- Six-month forward bookings at the start of H2 FY24 are higher than the same position twelve months ago.

-- There has been substantial growth in the pipeline in both regions, including a number of multi-year and multi-million pound frameworks

-- The level of the pipeline benefit on H2 FY24 is dependent on the speed of decision making and the rate at which clients mobilise. We note that:

o Since the start of October, there have been several notable project wins in EMEA

o Conversion of opportunities in the US remains slow

-- Combined with the impact of the revised cost base, this will enable a return to strong profitability in H2 FY24

   --      The Group continues to target a medium-term EBITDA margin of 15% to 20%. 

Analyst and Investor Webcast

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

Octavius Black, Chief Executive Officer of Mind Gym, said:

"We have had a challenging first half of FY24, with tough market pressures brought on by significant client restructures, especially in the US technology sector. These have led to programme delays and cancellations. We have responded by rapidly realigning the cost base and focusing capital expenditure on digital assets which are already revenue generating.

"Moreover, recent wins and strong pipeline growth with several significant GBP1m+ opportunities in healthcare, industrial and financial services, means we are confident of a significant improvement in financial performance in the second half of FY24.

"We have the right strategy, based on providing integrated solutions that deliver impact at scale. The opportunity for MindGym in this large and disaggregated market, remains strong."

Enquiries:

 
  Mind Gym plc 
   Octavius Black, Chief Executive Officer 
   Dominic Neary, Chief Financial Officer        +44 (0)20 7376 0626 
  Liberum (Nominated Adviser and Sole 
   Broker) 
   Nick How 
   Edward Mansfield                              +44 (0)20 3100 2000 
                                             ----------------------- 
  MHP (for media enquiries)                      +44 (0)20 3128 8100 
   Reg Hoare                                    mindgym@mhpgroup.com 
   Katie Hunt 
   Veronica Farah 
                                             ----------------------- 
 

About MindGym

MindGym is a company that delivers business improvement solutions using scalable, proprietary products which are based on behavioural science. The Group operates in three global markets: business transformation, human capital management and learning & development. Mind Gym is quoted on the London Stock Exchange Alternative Investment Market (ticker: MIND) and headquartered in London. The business has offices in London, New York and Singapore. Further information is available at www.themindgym.com

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR") EU no.596/2014. Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

Operational Review

While trading conditions during H1 FY24 have been challenging, the Company is well-positioned for future success. Businesses continue to operate in a tight labour market with a shortage of skills driving a commercial necessity to invest to attract, retain and develop talent. There is no scale player in the highly fragmented $370bn Learning & Development market and MindGym offers a standout proposition in culture, leadership and productivity with 23 years of proprietary IP, clients who include most of FTSE-100 and S&P-100, and an omnichannel solution that integrates live, virtual and digital, fuelled by data.

Board changes:

As announced separately today, Christoffer Ellehuus will join MindGym as CEO designate on 8(th) January 2024, transitioning to CEO by the time of the AGM in July 2024 when Octavius Black will transition to Executive Chair and Ruby McGregor-Smith's three year term as Chair ends. In conjunction, a broader Board restructure will be undertaken to retain strong corporate governance, providing the right balance of skills, experience and independence and supporting delivery of MindGym's strategy.

Improvement in pipeline and conversion:

Despite the challenging conditions experienced during H1 FY24 there has been strong pipeline growth in both regions since the end of the period, including an increasing number of opportunities of GBP1m-GBP10m in value. Whilst conversion of opportunities in the US remains slow, there have been several notable project wins recently in EMEA, which will primarily benefit FY25, with FY24 impact dependent upon final agreed project phasing.

Developing market leading products

MindGym continues to bring innovative products to market, which are meeting with client approval:

-- In H1 FY24 we have seen a 31% uplift in the number of users utilising our Performa product. We were recently awarded the prestigious Brandon Hall award for our work with Burberry who used Performa as an integrated part of their MindGym leadership programme;

-- The Company's proprietary organisational diagnostics delivered on our new platform is now in trial with two clients and receiving positive feedback; and

-- We have had success with our new 'habit lab' approach to culture change, working with Citi on a multi-million, 3-year programme, which recently won three awards at the prestigious Association of Business Psychologist's awards. Several other clients are in conversations with the Company about adopting 'habit labs' for their culture change initiatives.

New wellness market opportunity

The global market for corporate wellbeing is estimated at GBP50bn and forecast to grow to GBP70bn [1] by 2030.

MindGym has launched a new point of view in a research paper 'Wellworking: how we can all be better at work' with a foreword by Amy Edmondson, Professor of Leadership at Harvard Business School. This has already been instrumental in securing one new contract with an estimated value of almost GBP1m and the Board expects this to be a driver of future growth.

Outlook

The Company is trading in line with the Board's recently revised expectations for the full year. We started H2 FY24 with higher forward bookings than at the same point in the prior year. We have also seen substantial growth in the pipeline in both regions, including a number of multi-year, multi-million pound frameworks, which will impact both FY25 and H2 FY24. The level of pipeline impact on H2 FY24 will depend on the speed of decision making and the rate at which clients mobilise once decisions are taken.

Whilst US conversion of opportunities remains subdued, several recent wins in EMEA, together with the ramp up of activity under our major energy framework provide increased confidence that we will see a step change in revenues vs. H1 FY24. This, coupled with the impact of the revised cost based will enable a return to strong profitability in H2 FY24, and into FY25. The Group continues to target a medium term EBITDA margin of 15% to 20%.

Financial Review:

Revenue and Gross Margin

Revenue in H1 FY24 was GBP20.9m, a reduction of 22% on the equivalent period in the prior year (H1 FY23: GBP26.8m), impacted by economic headwinds. In Q2, these trading conditions resulted in several clients and prospective clients undergoing major restructuring programmes and showing caution in committing to new spend. This both pushed out the timeframe for the delivery of existing programmes and resulted in delays to the procurement of new projects.

The effects of this were more pronounced in the US, where MindGym's client base, especially in the technology sector, were particularly affected. As a result, revenue in the Americas declined by 33% to GBP11.1m (H1 FY23: GBP16.7m).

In EMEA, performance was more resilient, where revenue declined 3% vs. prior year to GBP9.8m (H1 FY23: GBP10.1m). GBP2m of expected revenue slipped into H2 FY24, resulting from a delay to the start of our large energy framework, which launched successfully in September.

Digitally enabled revenue in the period was broadly flat at as a proportion of total revenue at 69% (H1 FY23: 71%) reflecting a small increase in the proportion of face-to-face delivery.

Revenue from the Group's top 25 clients increased slightly to 48% (H1 FY23: 40%) in line with the trend towards a greater proportion of opportunities of scale.

Gross margin declined slightly to 85.4% (H1 FY23: 87.5%), reflecting the change in revenue mix from Design and Advisory to Delivery in the period.

Administrative Expenses

In response to the reduction in revenue, management reacted during the period to realign the cost base and preserve cash. Since the start of FY24, annualised cost reductions of GBP8.0m have been implemented (GBP4.5m in operating expenditure and GBP3.5m in capital expenditure). The benefit of these savings will have an impact of c.GBP3m on H2 FY24, with the full year benefit in FY25.

These actions resulted in an exceptional charge during the period of GBP7.7m comprising:

-- Digital asset impairment GBP6.6m: This is outlined in the Digital Asset Impairment section below;

-- Impairment of lease on US office GBP0.5m: With a greater proportion of the team working remotely, the decision was taken during the period to vacate a proportion of the office. Directors are exploring opportunities to sub-let this space, however, with no certainty over any recovery from such sub-letting and with a proportion of the office not now being utilised, an impairment charge in respect of that proportion of the lease has been applied in the period. The pre-COVID GBP0.8m annual cost of this office will end in February 2025, and be replaced by a significantly cheaper alternative; and

   --      Restructuring costs GBP0.6m: Reflecting headcount reductions. 

Net of these exceptional items and depreciation and amortisation of GBP1.4m (H1 FY23: GBP1.3m), underlying administrative expenses of GBP22.0m, represented a below inflation increase of 2% on the prior period (H1 FY23: GBP21.5m).

Excluding the exceptional restructuring cost of GBP0.6m, employee costs rose 2% to GBP17.6m in the period (H1 FY23: GBP17.2m). This reflected average employee numbers of 358, an increase of 10% on the equivalent period in the prior year, following an increase in employee numbers during FY23. The period end employee number of 349, however, represented a 6% reduction on the start of the period. Including further savings implemented since the end of the period, the total annualised value of operating cost savings delivered since the start of FY24 is GBP4.5m.

Digital Asset Impairment

In response to the downturn in Q2 revenue, with the corresponding impact that this has had on the cash position, the directors reviewed the ongoing investment being made across several digital products in development. Following this revsview, the decision has been taken to pause ongoing funding on longer-term opportunities that are not currently revenue generating, primarily relating to the Digital Experience user journey (DXP) and the platform which supports this. This decision will result in an annualised cash reduction of GBP3.5m in capital expenditure.

A significant proportion of the features and underlying technology built in the development of these assets will be utilised in the integrated products and solutions MindGym continues to deliver to clients. However, since it is now uncertain whether this technology will not now form part of discrete and separately identifiable products in line with IAS38, the directors have taken the decision to fully impair the carrying value of the impacted products. This has resulted in a one-off impairment charge of GBP6.6m in the period.

Profit/ (loss)

The adjusted EBITDA loss for the period (excluding the impact of the exceptional items) was GBP4.1m (H1 FY23: GBP1.9m profit). The adjusted profit/ (loss) before tax was a loss of GBP5.5m (H1 FY23: GBP0.6m profit). Including the exceptional adjusting items, the loss before tax for the period was GBP13.2m (H1 FY23: GBP0.6m profit).

On an adjusted basis, basic earnings per share for the period were -5.61p (loss) (H1 FY23: 0.83p) and diluted earnings per share were -5.61p (loss) (H1 FY23: 0.84p). On an unadjusted basis earnings per share for the period were -11.34p (loss) (H1 FY23: 0.83p) and diluted earnings per share were -11.34p (loss) (H1 FY23: 0.84p).

Cash

Despite the loss in the period, the Group has adequate cash liquidity. Cash at bank at 30 September 2023 was GBP2.1m, a reduction of GBP5.5m from the year-end balance at 31 March 2023 of GBP7.6m. Further to this, MindGym retains immediate access to GBP2.0m of its undrawn GBP10.0m debt facility.

MIND GYM PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                              6 months        6 months 
                                                                    to              to       Year to 
                                                               30 Sept         30 Sept      31 March 
                                                                  2023            2022          2023 
                                                           (Unaudited)     (Unaudited)     (Audited) 
                                                  Note         GBP'000         GBP'000       GBP'000 
 
  Revenue                                          3            20,905          26,759        55,011 
Cost of sales                                                  (3,051)         (3,344)       (6,360) 
                                                        --------------  --------------  ------------ 
  Gross profit                                                  17,854          23,415        48,651 
Administrative expenses                                       (30,978)        (22,749)      (45,568) 
                                                        --------------  --------------  ------------ 
 
    Operating profit/(loss)                                   (13,124)             666         3,083 
 
    Finance income                                 5                30              27            55 
  Finance costs                                    5              (78)            (52)         (174) 
                                                        --------------  --------------  ------------ 
 
  (Loss)/profit before taxation                               (13,172)             641         2,964 
 
  Adjusted (loss)/profit before tax                            (5,497)             641         2,964 
 
  Adjusting items                                  6           (7,675)               -             - 
                                                        --------------  --------------  ------------ 
 
  (Loss)/profit before tax                                    (13,172)             641         2,964 
----------------------------------------------  ------  --------------  --------------  ------------ 
 
 
  Tax on (loss)/profit                             7             1,808             207          (29) 
                                                        --------------  --------------  ------------ 
 
    (Loss)/profit for the financial period 
    from continuing operations attributable 
    to owners of the parent                                   (11,364)             848         2,935 
                                                        ==============  ==============  ============ 
 
  Items that may be reclassified subsequently 
   to profit or loss 
Exchange translation differences on 
 consolidation                                                      20             785           297 
                                                        --------------  --------------  ------------ 
Other comprehensive income for the 
 period attributable to the owners of 
 the parent                                                         20             785           297 
                                                        --------------  --------------  ------------ 
 
  Total comprehensive income for the 
  period attributable to the owners of 
  the parent                                                  (11,344)           1,633         3,232 
                                                        ==============  ==============  ============ 
 
(Loss)/earnings per share (pence) 
  Basic                                            8          (11.34p)           0.83p         2.93p 
  Diluted                                          8          (11.34p)           0.84p         2.84p 
                                                        --------------  --------------  ------------ 
 
 
Adjusted (loss)/earnings per share 
 (pence) 
  Basic                                8    (5.61p)    0.83p    2.93p 
  Diluted                              8    (5.61p)    0.84p    2.84p 
                                          ---------  -------  ------- 
 

MIND GYM PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                                                            31 
                                                     30 September    30 September        March 
                                                             2023            2022         2023 
                                                      (Unaudited)     (Unaudited)    (Audited) 
                                             Note         GBP'000         GBP'000      GBP'000 
Non-current assets 
Intangible assets                             10            7,904           9,787       12,320 
Property, plant and equipment                 11            2,697           4,584        3,691 
Deferred tax assets                                         2,783           3,084        3,229 
Other receivables                                             233             257          230 
                                                   --------------  --------------  ----------- 
                                                           13,617          17,712       19,470 
Current assets 
Inventories                                                    42              35           53 
Trade and other receivables                   12            7,258          13,553        9,527 
Current tax receivable                                      1,193             594          779 
Cash and cash equivalents                                   2,069           4,507        7,587 
                                                   --------------  --------------  ----------- 
                                                           10,562          18,689       17,946 
                                                   --------------  --------------  ----------- 
 
    Total assets                                           24,179          36,401       37,416 
                                                   ==============  ==============  =========== 
 
  Current liabilities 
  Trade and other payables                    13           10,010          11,123       11,423 
  Lease liability                                           1,118           1,151        1,121 
  Redeemable preference shares                                 50              50           50 
  Current tax payable                                           -               -           20 
                                                   --------------  --------------  ----------- 
                                                           11,178          12,324       12,614 
  Non-current liabilities 
  Lease liability                                           1,529           2,761        1,988 
 
  Total liabilities                                        12,707          15,085       14,602 
                                                   --------------  --------------  ----------- 
 
    Net assets                                             11,472          21,316       22,814 
                                                   ==============  ==============  =========== 
 
    Equity 
  Share capital                               15                1               1            1 
Share premium                                                 258             242          242 
Share option reserve                                          474             597          496 
Retained earnings                                          10,739          20,476       22,075 
                                                   --------------  --------------  ----------- 
 
    Equity attributable to owners of the 
    parent Company                                         11,472          21,316       22,814 
                                                   ==============  ==============  =========== 
 

The Board of Directors approved these condensed interim financial statements on 30 November 2023.

MIND GYM PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                                          Share 
                                                  Share       Share      option     Retained 
                                                capital     premium     reserve     earnings    Total equity 
                                       Note     GBP'000     GBP'000     GBP'000      GBP'000         GBP'000 
 
    At 1 April 2022                                   1         213         608       18,804          19,626 
                                             ==========  ==========  ==========  ===========  ============== 
 
    Profit for the period                             -           -           -          848             848 
 
    Other comprehensive income: 
  Exchange translation differences 
   on consolidation                                   -           -           -          785             785 
                                             ----------  ----------  ----------  -----------  -------------- 
  Total comprehensive income 
   for the period                                     -           -           -        1,633           1,633 
  Exercise of options                                 -          29        (39)           39              29 
  Credit to equity for share 
   based payments                        16           -           -          28            -              28 
 
    At 30 September 2022                              1         242         597       20,476          21,316 
                                             ==========  ==========  ==========  ===========  ============== 
 
 
    Profit for the period                             -           -           -        2,087           2,087 
 
    Other comprehensive income: 
  Exchange translation differences 
   on consolidation                                   -           -           -        (488)           (488) 
                                             ----------  ----------  ----------  -----------  -------------- 
  Total comprehensive income 
   for the period                                     -           -           -        1,599           1,599 
  Debit to equity for share 
   based payments                        16           -           -       (101)            -           (101) 
 
    At 31 March 2023                                  1         242         496       22,075          22,814 
                                             ==========  ==========  ==========  ===========  ============== 
 
    (Loss) for the period                             -           -           -     (11,364)        (11,364) 
 
    Other comprehensive income: 
  Exchange translation differences 
   on consolidation                                   -           -           -           20              20 
                                             ----------  ----------  ----------  -----------  -------------- 
  Total comprehensive income 
   for the period                                                                   (11,344)        (11,344) 
  Exercise of options                                 -          16         (8)            8              16 
  Credit to equity for share 
   based payments                        16           -           -        (14)            -            (14) 
 
    At 30 September 2023                              1         258         474       10,739          11,472 
                                             ==========  ==========  ==========  ===========  ============== 
 

MIND GYM PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                          6 months         6 months 
                                                                to               to       Year to 
                                                           30 Sept          30 Sept      31 March 
                                                              2023             2022          2023 
                                                       (Unaudited)      (Unaudited)     (Audited) 
                                             Note          GBP'000          GBP'000       GBP'000 
Cash flows from operating activities 
  (Loss)/profit for the financial 
   period                                                 (11,364)              848         2,935 
 
    Adjustments for: 
Amortisation of intangible assets              10              740              508           743 
Impairment of intangible assets                10            6,604                -             - 
Depreciation of tangible assets                11              610              713         1,468 
Impairment of right of use asset               11              516                -             - 
  Net finance costs                             5               48               25           119 
  Taxation (credit)/charge                      7          (1,808)            (207)            29 
(Increase)/decrease in inventories                              11             (28)          (46) 
Decrease/(increase) in trade and 
 other receivables                             12            2,266          (3,489)           524 
Increase/(decrease) in payables 
 and provisions                                13          (1,413)          (1,606)       (1,306) 
Share based payment charge                     16             (14)               28          (73) 
                                                                                     ------------ 
Cash (utilised)/generated from 
 operations                                                (3,804)          (3,208)         4,393 
Net tax (paid)                                               1,864            (128)         (766) 
                                                   ---------------  --------------- 
Net cash generated from operating 
 activities                                                (1,940)          (3,336)         3,627 
                                                   ---------------  ---------------  ------------ 
 
  Cash flows from investing activities 
Purchase of intangible assets                  10          (2,928)          (2,120)       (4,888) 
Purchase of property, plant and 
 equipment                                                    (55)             (91)         (240) 
Interest received                                               30               26            54 
                                                   ---------------  ---------------  ------------ 
Net cash used in investing activities                      (2,953)          (2,185)       (5,074) 
                                                   ---------------  ---------------  ------------ 
 
    Cash flows from financing activities 
  Cash repayment of lease liabilities                        (610)            (683)       (1,298) 
  Issuance of ordinary shares                                   16               29            29 
  Interest paid                                               (15)                -          (52) 
Net cash used in financing activities                        (609)            (654)       (1,321) 
                                                   ---------------  ---------------  ------------ 
 
  Net (decrease) in cash and cash 
  equivalents                                              (5,502)          (6,175)       (2,768) 
Cash and cash equivalents at beginning 
 of period                                                   7,587           10,021        10,021 
  Effect of foreign exchange rate 
   changes                                                    (16)              661           334 
                                                   ---------------  ---------------  ------------ 
Cash and cash equivalents at the 
 end of period                                               2,069            4,507         7,587 
                                                   ===============  ===============  ============ 
 
  Cash and cash equivalents at the 
  end of period comprise: 
Cash at bank and in hand                                     2,069            4,507         7,587 
                                                   ===============  ===============  ============ 
 

MIND GYM PLC

NOTES TO THE GROUP FINANCIAL STATEMENTS

   1.   General information 

Mind Gym plc ("the Company") is a public limited company incorporated in England & Wales and its ordinary shares are traded on the Alternative Investment Market of the London Stock Exchange ("AIM"). The address of the registered office is 160 Kensington High Street, London W8 7RG. The group consists of Mind Gym plc and its subsidiaries, Mind Gym (USA) Inc., Mind Gym Performance (Asia) Pte. Ltd and Mind Gym (Canada) Inc. (together "the Group").

The principal activity of the Group is to apply behavioural science to transform the performance of companies and the lives of the people who work in them. The Group does this primarily through research, strategic advice, management and employee development, employee communication, and related services.

   2.   Basis of preparation 

The condensed interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2023, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, including interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), and with the Companies Act 2006 applicable to companies reporting under IFRS. The unaudited interim financial information does not constitute statutory accounts within the meaning of the Companies Act 2006. This interim report, which has neither been audited nor reviewed by independent auditors, was approved by the Board of directors on 30 November 2023.

Statutory accounts for the year ended 31 March 2023 were approved by the Board of Directors on 12 June 2023 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

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

The interim financial statements are presented in pounds sterling. All values are rounded to GBP1,000 except where otherwise indicated.

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

The Group has chosen to present an adjusted measure of profit and earnings per share, which excludes certain items which are separately disclosed due to their size, nature or incidence, and are not considered to be part of normal operating costs of the Group. These costs include restructuring costs and impairment charges.

   3.   Segmental analysis 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, who is responsible for allocating resources and assessing performance of the business. The chief operating decision maker has been identified as the Board. The Group has two operating segments: EMEA (comprising the United Kingdom and Singapore) and America (comprising the United States and Canada).

Both segments derive their revenue from a single business activity, the provision of human capital and business improvement solutions.

The Group's business is not highly seasonal and the Group's customer base is diversified with no individually significant customer.

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

Segment result

 
                                            EMEA     America       Total 
                                         GBP'000     GBP'000     GBP'000 
Revenue                                    9,807      11,098      20,905 
Cost of sales                            (1,508)     (1,543)     (3,051) 
Administrative expenses                 (19,999)    (10,979)    (30,978) 
                                      ----------  ----------  ---------- 
Profit before inter-segment charges     (11,700)     (1,424)    (13,124) 
Inter-segment charges                      (295)         295           - 
                                      ----------  ----------  ---------- 
Operating profit - segment result       (11,995)     (1,129)    (13,124) 
Finance income                                                        30 
Finance costs                                                       (78) 
                                                              ---------- 
(Loss) before tax                                               (13,172) 
                                                              ========== 
 
 
  Adjusted (loss) before tax              EMEA    America       Total 
                                       GBP'000    GBP'000     GBP'000 
Operating (loss) - segment result     (11,995)    (1,129)    (13,124) 
Adjusting items                          6,714        961       7,675 
Adjusted EBIT                          (5,281)      (168)     (5,449) 
Finance income                                                     30 
Finance costs                                                    (78) 
                                                           ---------- 
Profit before tax                                             (5,497) 
                                                           ========== 
 

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

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

Segment results for the 6 months ended 30 September 2022 (Unaudited)

Segment result

 
                                            EMEA     America       Total 
                                         GBP'000     GBP'000     GBP'000 
Revenue                                   10,078      16,681      26,759 
Cost of sales                            (1,285)     (2,059)     (3,344) 
Administrative expenses                 (11,639)    (11,110)    (22,749) 
                                      ----------  ----------  ---------- 
Profit before inter-segment charges      (2,846)       3,512         666 
Inter-segment charges                      3,260     (3,260)           - 
                                      ----------  ----------  ---------- 
Operating profit - segment result            414         252         666 
Finance income                                                        27 
Finance costs                                                       (52) 
                                                              ---------- 
Profit before tax                                                    641 
                                                              ========== 
 

The mix of revenue for the six months ended 30 September 2022 is set out below.

 
                                         EMEA       America       Group 
     Delivery                           67.1%         64.7%       65.6% 
                                   ----------  ------------  ---------- 
     Design                             13.2%         14.8%       14.1% 
                                   ----------  ------------  ---------- 
     Digital                            11.6%         10.0%       10.7% 
                                   ----------  ------------  ---------- 
     Licensing and certification         4.5%          6.7%        5.8% 
                                   ----------  ------------  ---------- 
     Other                               2.1%          2.4%        2.3% 
                                   ----------  ------------  ---------- 
     Advisory                            1.5%          1.4%        1.5% 
                                   ----------  ------------  ---------- 
 

Segment results for the year ended 31 March 2023 (Audited)

Segment result

 
                                                   EMEA     America       Total 
                                                GBP'000     GBP'000     GBP'000 
Revenue                                          23,742      31,269      55,011 
Cost of sales                                   (2,740)     (3,620)     (6,360) 
Administrative expenses                        (23,092)    (22,476)    (45,568) 
                                             ----------  ----------  ---------- 
(Loss)/profit before inter-segment charges      (2,090)       5,173       3,083 
Inter-segment charges                             5,067     (5,067)           - 
                                             ----------  ----------  ---------- 
Operating (loss)/profit - segment result          2,977         106       3,083 
Finance income                                                               55 
Finance costs                                                             (174) 
                                                                     ---------- 
Loss before tax                                                           2,964 
                                                                     ========== 
 

The mix of revenue for the year ended 31 March 2023 is set out below.

 
                                         EMEA       America       Group 
     Delivery                           60.2%         60.6%       60.3% 
                                   ----------  ------------  ---------- 
     Design                             19.0%         15.7%       17.2% 
                                   ----------  ------------  ---------- 
     Digital                            13.4%         12.8%       13.1% 
                                   ----------  ------------  ---------- 
     Licensing and certification         3.3%          7.5%        5.6% 
                                   ----------  ------------  ---------- 
     Other                               2.4%          2.3%        2.4% 
                                   ----------  ------------  ---------- 
     Advisory                            1.7%          1.1%        1.4% 
                                   ----------  ------------  ---------- 
 
   4.   Employees 

Staff costs were as follows:

 
                                           6 months to      6 months to     Year to 31 
                                          30 Sept 2023     30 Sept 2022     March 2023 
                                           (Unaudited)      (Unaudited)      (Audited) 
                                               GBP'000          GBP'000        GBP'000 
 
Wages and salaries                              16,093           15,194         31,036 
Social security costs                            1,481            1,395          2,944 
Pension costs - defined contribution 
 plans                                             584              550          1,055 
Share-based payments                              (14)               28           (73) 
                                                18,144           17,167         34,962 
                                       ===============  ===============  ============= 
 

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

 
               6 months to      6 months to     Year to 31 
              30 Sept 2023     30 Sept 2022     March 2023 
               (Unaudited)      (Unaudited)      (Audited) 
 
Delivery               226              208            218 
Support                 81               77             79 
Digital                 51               39             44 
                       358              324            341 
           ===============  ===============  ============= 
 

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

 
               6 months to      6 months to     Year to 31 
              30 Sept 2023     30 Sept 2022     March 2023 
               (Unaudited)      (Unaudited)      (Audited) 
 
Delivery               216              212            241 
Support                 81               77             86 
Digital                 52               43             46 
                       349              332            373 
           ===============  ===============  ============= 
 
   5.   Net finance costs 
 
                               6 months to      6 months to     Year to 31 
                              30 Sept 2023     30 Sept 2022     March 2023 
                               (Unaudited)      (Unaudited)      (Audited) 
                                   GBP'000          GBP'000        GBP'000 
Finance income 
Bank interest receivable                30               26             54 
Finance lease income                     -                1              1 
 
Finance costs 
Bank interest payable                 (15)                -           (52) 
Lease interest (IFRS 16)              (63)             (52)          (122) 
                                      (48)             (25)          (119) 
                           ===============  ===============  ============= 
 
   6.   Adjusting items 
 
                                      6 months to      6 months to     Year to 31 
                                     30 Sept 2023     30 Sept 2022     March 2023 
                                      (Unaudited)      (Unaudited)      (Audited) 
                                          GBP'000          GBP'000        GBP'000 
 
Restructuring costs                           555                -              - 
Impairment of intangibles                   6,604                -              - 
Impairment of right of use asset              516                -              - 
                                            7,675                -              - 
                                  ===============  ===============  ============= 
 

Restructuring costs in the six months ended 30 September 2023 include redundancy costs related to the headcount reduction exercise undertaken to reduce the cost base.

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

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

   7.   Tax 

The statutory tax credit of GBP1,808,000 (six months ended 30 September 2022: credit of GBP207,000); year ended 31 March 2023: charge of GBP29,000) represents an effective tax rate on loss before tax of 13.7% (six months ended 30 September 2022: -32%; year ended 31 March 2023: 1%).

During the period, The Company resubmitted the UK tax returns for the years ended 31 March 2022 and 31 March 2023, in order to surrender the Research and Development tax credit for a cash refund. This resulted in a current tax prior year adjustment of GBP1.9m and corresponding deferred tax prior year adjustment of GBP3.3m.

   8.   Earnings per share 

Basic earnings per share is calculated by dividing the earnings attributable to shareholders of the Company by the weighted average number of ordinary shares in issue during the year. The Company has potentially dilutive shares in respect of the share-based payment plans (see Note 16).

 
                                                30 Sept 2023    30 Sept 2022         31 March 
                                                                                         2023 
                                                 (Unaudited)     (Unaudited)        (Audited) 
 
Weighted average number of shares 
 in issue                                        100,174,502     100,119,558      100,143,571 
Potentially dilutive shares (weighted 
 average)                                          4,324,325       1,059,821        3,141,506 
                                              --------------  --------------  --------------- 
Fully diluted number of shares (weighted 
 average)                                        104,498,827     101,179,379      103,285,077 
                                              --------------  --------------  --------------- 
 
 
 
 
                                          6 months to      6 months to     Year to 31 
                                         30 Sept 2023     30 Sept 2022     March 2023 
                                          (Unaudited)      (Unaudited)      (Audited) 
                                                pence            pence          pence 
 
Basic earnings per share                      (11.34)             0.85           2.93 
Diluted earnings per share                    (11.34)             0.84           2.84 
 
Adjusted basic earnings per share              (5.61)             0.85           2.93 
Adjusted diluted earnings per share            (5.61)             0.84           2.84 
 
   9.   Dividends 

The Board did not propose a final dividend for the year ended 31 March 2023. No interim dividend is proposed for the period to 30 September 2023.

10. Intangible assets

 
                                      Development 
                           Patents          costs      Total 
                           GBP'000        GBP'000    GBP'000 
  Cost 
At 1 April 2023                121         15,173     15,294 
Additions                       16          2,912      2,928 
At 30 September 2023           137         18,085     18,222 
 
    Amortisation 
  At 1 April 2023               66          2,908      2,974 
  Amortisation charge            3            737        740 
  Impairment                     -          6,604      6,604 
                         ---------  -------------  --------- 
At 30 September 2023            69         10,249     10,318 
                         =========  =============  ========= 
 
    Net book value 
  At 31 March 2023              55         12,265     12,320 
                         ---------  -------------  --------- 
  At 30 September 2023          68          7,836      7,904 
                         =========  =============  ========= 
 

Development cost additions in the six months ended 30 September 2023 includes software development costs directly incurred in the creation of new digital assets. The Group undertook an impairment review and as a result reflected an impairment charge of GBP6,604k.

11. Property, plant and equipment

 
                           Right-of-use        Leasehold    Development 
                                  asset     improvements          costs      Total 
                                GBP'000          GBP'000        GBP'000    GBP'000 
  Cost 
At 1 April 2023                   6,189              538          1,793      8,520 
Additions                            69                -             55        124 
Exchange differences                 50                5             16         71 
                         --------------  ---------------  -------------  --------- 
At 30 September 2023              6,308              543          1,864      8,715 
 
    Depreciation 
  At 1 April 2023                 3,235              374          1,220      4,829 
  Depreciation charge               404               41            168        613 
  Impairment                        516                -              -        516 
  Exchange differences               42                6             12         60 
                         --------------  ---------------  -------------  --------- 
At 30 September 2023              4,197              421          1,400      6,018 
                         ==============  ===============  =============  ========= 
 
    Net book value 
  At 31 March 2023                2,954              164            573      3,691 
                         --------------  ---------------  -------------  --------- 
  At 30 September 2023            2,111              122            464      2,697 
                         ==============  ===============  =============  ========= 
 

12. Trade and other receivables

 
                                                                    31 March 
                                  30 Sept 2023    30 Sept 2022          2023 
                                   (Unaudited)     (Unaudited)     (Audited) 
                                       GBP'000         GBP'000       GBP'000 
 
Trade receivables                        5,151          10,657         6,730 
Less provision for impairment             (94)           (259)         (102) 
                                --------------  --------------  ------------ 
Net trade receivables                    5,057          10,398         6,628 
Other receivables                           65             202            80 
Prepayments                                794           1,074         1,125 
Accrued income                           1,342           1,879         1,694 
                                         7,258          13,553         9,527 
                                ==============  ==============  ============ 
 

Non-current assets includes GBP233,000 (30 September 2022: GBP257,000; 31 March 2023: GBP230,000) of prepayments in respect of property deposits.

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

 
                                                                 31 March 
                               30 Sept 2023    30 Sept 2022          2023 
                                (Unaudited)     (Unaudited)     (Audited) 
                                    GBP'000         GBP'000       GBP'000 
 
Not past due                          4,503           9,311         6,282 
Past due 0-30 days                      313             693           336 
Past due 31-60 days                     182             216            74 
Past due 61-90 days                      74             344            12 
Past due more than 90 days               79              92            26 
                                      5,151          10,656         6,730 
                             ==============  ==============  ============ 
 

13. Trade and other payables

 
                                                                         31 March 
                                       30 Sept 2023    30 Sept 2022          2023 
                                        (Unaudited)     (Unaudited)     (Audited) 
                                            GBP'000         GBP'000       GBP'000 
 
Trade payables                                1,294           1,019         1,257 
Other taxation and social security            2,023             829           744 
Other payables                                  421             623           396 
Accruals                                      3,406           4,248         4,606 
Deferred income                               2,866           4,404         4,420 
                                             10,010          11,123        11,423 
                                     ==============  ==============  ============ 
 

14. Borrowings

The Group entered into a GBP10 million debt facility (GBP6m RCF, GBP4m accordion) on 30 September 2021 which matures after 3 years. The facility remains undrawn as at 30 November 2023.

15. Share capital

 
                                        30 Sept    30 Sept        30 Sept    30 Sept       31 March    31 March 
                                           2023       2023           2022       2022           2023        2023 
                                                      Cost                      Cost                       Cost 
                                         Number    GBP'000         Number    GBP'000         Number     GBP'000 
 
Ordinary shares of GBP0.00001 
 At 1 April                         100,167,584          1    100,105,660          1    100,105,660           1 
Issue of shares to satisfy 
 options                                 30,880          -         61,924          -         61,924           - 
  Ordinary shares of GBP0.00001 
   at period end                    100,198,464          1    100,167,584          1    100,167,584           1 
                                  =============  =========  =============  =========  =============  ========== 
 

Share based payments

The Group awards options to selected employees under a Long-Term Incentive Share Option Plan ("LTIP"). The options granted to date vest subject only to remaining employed up to the vesting date. Unexercised options do not entitle the holder to dividends or to voting rights.

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

The awards granted in the six months to 30 September 2022 are subject to performance conditions based on revenues and EBITDA. Some awards granted during this time period are time bound only.

The awards granted during FY22 are subject to performance conditions based on revenue, adjusted earnings per share and total shareholder return.

On the 30(th) September 2019 the Group launched an annual Save As You Earn Scheme and an Employee Share Purchase Plan for all eligible employees in the UK and USA respectively.

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

 
                                            6 months        6 months       Year to 
                                          to 30 Sept      to 30 Sept      31 March 
                                                2023            2022          2023 
                                         (Unaudited)     (Unaudited)     (Audited) 
                                             GBP'000         GBP'000       GBP'000 
 
Equity settled share-based payments             (14)              28          (73) 
                                      ==============  ==============  ============ 
 

[1] Grandview Research 2021

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