Interim Results for six months ended 30 June 2024

 Tribal Group plc

("Tribal" or "the Group")

Interim Results for the six months ended 30 June 2024

Tribal (AIM: TRB), a leading provider of software and services to the international education market, is pleased to announce its interim results for the six months ended 30 June 2024.

Financial performance

Operational highlights

Outlook

Mark Pickett, Chief Executive, commented: 

"We delivered a steady overall financial performance in the first half of the year, while achieving our principal aims of resolving the NTU contract and refocussing the business following the end of the Offer period. We have introduced initiatives to accelerate the transformation of Tribal into an EdTech SaaS business, with a view to growing ARR, safeguarding our operating profit margins, increasing cash flow generation and enabling the ongoing reduction in our debt. Our growing suite of sophisticated cloud-based solutions, market leading position in multiple geographies and foundation of recurring revenues provide us with a strong position as we seek to empower the world of education with products and services that underpin student success."

¹  Annual Recurring Revenue (ARR) at period end includes Support & Maintenance fees, Cloud Services and Subscription Licences and is assessed as contracted ARR at 30 June 2024 and 31 December 2023, of which some is still to be delivered. NRR is calculated as a 12 month rolling percentage of recurring revenue retained from existing customers at 1 July including upsells as well as contract expiry, cancellations or downgrades in the year.

²  Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing operations and are calculated by taking the Adjusted EBITDA after the allocation of Central Overheads and excludes Interest, Tax, Depreciation and Amortisation and exceptional items of £5.7m (2023: £2.1m).

³  2023 H1 results restated to "constant currency" using 2024 rates to exclude foreign currency impact. All change movements are to prior year constant currency.

⁴  In so far as the Board is aware, prior to this announcement, consensus market expectations for FY24 were for revenue of £85.75m, adjusted EBITDA of £14.35m and net debt of £9.35m.

About Tribal Group plc 

Tribal Group plc is a pioneering world-leader of education software and services. Its portfolio includes Student Information Systems; a broad range of education services covering quality assurance, peer review, benchmarking and improvement; and student surveys that provide the leading global benchmarks for student experience. Working with Higher Education, Further and Tertiary Education, schools, Government and State bodies, training providers and employers, in over 55 countries; Tribal Group's mission is to empower the world of education with products and services that underpin student success. 

Chief Executive's review

With the corporate developments of FY23 now behind us and an agreement reached with NTU in H1 FY24, our focus is on the reinvigoration of the business, supporting the continued transformation of Tribal into an EdTech SaaS business. Customer wins were lower than in prior periods, reflecting the pause in new business discussions whilst the Group was within an Offer period; however, our cloud customer base continued to expand their engagements with us, and we successfully completed several significant customer implementations and are pleased to report 26% growth in cloud revenues.  We continue to modernise our operational structure and product offerings to align with our focused SaaS business model and completed the reorganisation of the Education Services division, now rebranded 'Etio' to better position it for sustained growth. Group ARR remained stable, and underlying core product ARR increased from £50.9m to £52.1m on a constant currency basis, offsetting the anticipated decline in our non-core business.

NTU

As announced on 25 May 2024, we were pleased to confirm that following a mediation with NTU, Tribal reached a settlement agreement resolving all outstanding issues in relation to the terminated contract between Tribal and NTU. Without admission of liability, the Company has agreed to pay to NTU the sum of £3.1m in full and final settlement, to be paid out of the Company's cash flow over the 18 months from May 2024. An exceptional charge of £0.6m was recognised in 2023 and a further exceptional charge of £2.5m has been recognised during the first half of 2024 The Company continues to explore the availability of insurance coverage in respect of the amount paid to NTU and its costs incurred in the dispute.

Whilst we have not taken the decision to settle with NTU lightly, we believe it is in the best interest of all stakeholders to have drawn a line under this issue.  We are pleased this decision brings an end to the legal uncertainty created by the dispute and the incurrence of further legal costs in respect of it. Resolving the matter also relieves the associated demands on management time, allowing Tribal's management to focus that time on developing the business.

Strategy

Our strategic focus over the recent years has been the transition of the Group to a pureplay EdTech, SaaS business, making all of our SIS products available in the cloud, while developing our new Edge modules to meet the evolving needs of universities.

During the first half of 2024, the Board made the decision to transition to a new pricing model for what is now a comprehensive suite of cloud offerings, providing modules as a bundle at a single price. Through this, we aim to simplify access to our product suite for customers, while aligning with industry standard SaaS pricing and supporting a clear transition pathway to full cloud adoption. We are currently engaging with all customers on this transition, ensuring they have the support required to make this a success for all parties.

We believe our pricing strategy will enable customers to take advantage of modern technology to deliver the experience staff and students deserve, maximise revenue generation opportunities, ensure cyber resilience and ultimately provide cost savings to customer through a lower Total Cost of Ownership of their Student Management System, making it an attractive solution in a landscape where universities are under increasing financial pressure.

As we develop future modules, they will automatically become available through the product bundle to our customers, depending on their pricing tier and providing incentivisation to adopt more Tribal products and upgrade to subsequent tiers.

With a clear direction of travel, focused on the delivery of our market-leading products as a cloud-based solution, and educating our customers on the opportunity and need to transition to the cloud, we are confident in our ability to continue to deliver top line growth in FY24 and beyond.

Product development and innovation

Innovation continued at pace during H1 2024, with a focus on optimising two of our leading SIS solutions, Callista in Australia and SITS for cloud deployment. Both initiatives focus on transforming our core Student Management System (SMS) products into enduring, future-proofed software. This includes reimagining the user experience for web platforms, standardising processes and integrations, enhancing the underlying platform to match modern interoperability expectations, and delivering via a redesigned infrastructure that takes advantage of latest cloud technologies. We have commenced migrating our Callista customers to the Tribal cloud and SITS version 10.8 is now live.

Alongside this, H1 2024 saw the start of the transformation of the scheduling software we acquired through Semestry, TermTime v9.0 which will be released later this year.

In FY23, we successfully went live with our first Admissions product, a next generation, native SaaS solution, built using Edge technology, with Edith Cowan University.  This was a key milestone for Tribal, successfully implementing a complex solution which is a critical system for a university.  We are continuing to develop Admissions, working on more functional areas and are on track towards making Tribal Admissions generally available in 2025, compatible with both Callista, SITS and non-SITS customers.

In H2 2024, we will continue to focus on these projects and also explore new creative investment opportunities in our Further Education and Vocational Learning (VL) markets, through our ebs and Maytas products.

Student Information Systems (SIS)

Student Information Systems, our core segment which targets the further and higher education sectors through our range of software solutions, secured one new SITS Cloud customer in the half-year, the Institute of Tourism Studies Malta for a total contract value of £0.7m, adding £0.1m to ARR.  In July 2024, post period end, another new SITS customer was secured with SOAS University signing a 5-year contract with a total contract value of £2.5m, including ARR of £0.4m.  These contracts include implementation of SITS and hosting on the Tribal Cloud.

We successfully delivered 15 "go-lives" in the half, across our SITS, Cloud, Dynamics and Maytas solutions in our key geographies following contracts won in previous years. Highlights include British University Vietnam, The University of Waikato, and the University of Exeter, which was the most strategic implementation, delivering a complex SITS Cloud migration project for the 30,000 student Russell Group university in just eight months. Delivering this high level of implementation in a short period is a fantastic achievement for the Group, demonstrating the hard work of our colleagues and excellent collaboration with our customers globally.

Etio (formerly Education Services)

Last year, we implemented a strategy for the Education Services business, targeting sustainable growth. The aim of the new strategy was to create a clear identity for the Education Services business and better articulate the value it creates for our customers. As part of this aim, the Education Services business has now rebranded as "Etio", bringing together all our Education Services' businesses worldwide under a single brand name, creating a unified brand that supports international collaboration and dialogue, and aid the business in the vision to elevate education, everywhere.

Etio will continue our work with education institutions, bodies and governments around the world to help them improve secure better futures for the populations they serve. We achieve this through four cornerstones of delivery:

·      Education Review: Supporting system-wide knowledge, accountability, and quality improvement.

·      Education Transformation: Accelerating impact through strategic planning, expanded leadership, and enhanced capability.    

·      Education Workforce Development: Preparing, equipping and empowering a high-performing workforce.

·      Performance Benchmarking: Driving world-class financial performance and student experience through evidence and comparative insights.

A principal focus this half has been on developing Etio as a standalone entity to drive future growth. Etio's performance was slower than prior periods as the general election in the UK led to a pause in customer decision making.  The business also saw slower activity in the Middle East. However, the investment in Etio's business development and marketing functions, and alignment of leadership expertise within key markets, mean Etio is now more efficiently structured and organised to drive growth once market activity picks up.

In H1 2024, Etio signed a new £2.1m contract with the Emirates Schools Establishment for QAS in the UAE, for teacher training online content and a £0.3m contract with the Massachusetts Department of Elementary and Secondary Education for QAS to support emergency licence holders.

Operations and people

We continue to remain focused on ensuring the right balance in our people resources, demonstrating a high degree of change agility in aligning to company strategy and objectives. This is creating an evolving organisation, designed to allow us to realise our Full-Service, SaaS strategy, whilst also shaping business operations which support scalable and profitable growth.

Our Full-Service strategy gives our people an exciting opportunity to drive impact and meaningful contribution to a sector they are passionate about. And as customers gain access to a broader set of solutions and services through our new license model, their expectations and demands on Tribal rightly increase. It is with this in mind that we continue to prioritise investment in Customer Success, for example, to ensure we are ready to rise to the challenge and deliver unparalleled expertise as the leaders in our sector.

Our Centre of Excellence (Global Business Services) strategy comes into its own as we scale, building a solid foundation of core business processes which have been further improved and extended throughout the first half of the year. We have diversified and extended the scope of business operations delivered through GBS and are poised to drive further change in the operating model to unlock more potential to simplify, standardise and optimise.

In June 2024, we celebrated the one-year anniversary since launching our Tribal Achievers recognition programme. We have been delighted to witness the impact it has had on building a culture of recognition into our every day, with all corners of the business regularly and actively engaging in the programme. Looking ahead, Achievers gives a powerful vehicle to begin to exemplify the behaviours and outcomes we plan to cultivate and reward, in order that our customers get to experience the best of Tribal. We believe we can use recognition as a powerful tool to reinforce meaningful examples of our new Full-Service model in action, connecting our people initiatives with business goals and objectives. 

Focus for H2 2024 and Outlook

We achieved our principal aims in H1 2024 of resolving the NTU contract and refocussing the business following the end of the Offer period. Our principal focus during the second half of 2024 is on developing Tribal into a pureplay EdTech SaaS business. To achieve this, we are implementing our new pricing strategy, which will drive growth in high margin recurring SaaS revenue, safeguarding our operating profit margins, increasing cash flow generation and enabling the ongoing reduction in our debt. While universities remain cautious with regards to spending in the face of uncertainty over international student numbers, we are working hard to reinvigorate our sales pipeline, with the pipeline showing signs of improvement in H2.  

The Company's strong foundation of recurring revenue and continued focus on cost control provide the Board with confidence in achieving FY24 results in line with market expectations.

Mark Pickett

Chief Executive Officer

Financial review                                                                                                                                                                                          

Results

1.         Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing operations and are calculated by taking the Adjusted EBITDA after the allocation of Central Overheads and excludes Interest, Tax, Depreciation and Amortisation and exceptional items of £5.7m (2023: £2.1m), refer to Note 5.

2.         2023 results updated for constant currency - the Group has applied 2024 foreign exchange rates to 2023 results to present a constant currency basis. On a constant currency basis there is a decrease in Revenue of £0.7m and an decrease to Adjusted EBITDA of £0.2m.

3.         Central Overheads are made up of costs that are not directly attributable to either Student Information Systems or Education Services.

The Group has chosen to present its results on a constant currency basis to reflect the year-on-year performance and account for the impact of foreign exchange movements in the year, given 33.2% (H1 2023: 36.0%) of Tribal's revenue in the year was generated outside the UK.

The financial review presents the reported results for H1 2024 and H1 2023, and the H1 2023 results restated to 'constant currency' using 2024 rates to exclude foreign currency impact. The change percentages and comparatives are shown on the H1 2023 constant currency numbers. In addition to the metrics of EBITDA and Adjusted EBITDA, the "constant currency" presentation is an alternative performance measure and not a statutory reporting measure prepared in line with International Financial Reporting Standards (IFRS).

Revenue in the six months ended 30 June 2024 was up 5.2% to £44.9m (H1 2023: £42.7m) consisting of £2.0m growth in SIS and £0.2m growth in Etio.

Student Information Systems revenue increased by 6.1% to £35.2m (H1 2023: £33.2m).

Foundation revenues grew by 7% to £17.0m (H1 2023: £15.9m) with continued upsell to existing customers, despite no uplift for changes in Higher Education student numbers, as published data has been delayed into H2, this contributed £0.8m revenue in the prior period.

Cloud had significant growth of 26% to £6.2m (H1 2023: £4.9m) as revenue continued to increase with previously won cloud migration contracts together with two new cloud migrations won since H1 2023 at University of Exeter and Institute of Tourism Malta.

Edge revenues declined to £2.4m (H1 2023: £2.8m) due to delayed renewals on several customers which pushed revenues into H2, together with slower sales activity in H1 of the current year.

Professional Services revenues were stable at £4.9m (H1 2023: £5.0m).

Other Software and Services revenue saw a modest increase to £4.8m (H1 2023: £4.6m) as project work and inflationary increases offset continued and expected churn on School Edge. As at 30 June 2024 we anticipate our contract with the British Council to end within 12 months' time, and as a result £1.0m of ARR has been removed.

Etio revenue increased by 2.2% to £9.7m (H1 2023: £9.5m). School Inspections and Related Services increased to £8.4m (H1 2023: £8.0m) driven by the 'Multiply Random Controlled Trial' (Multiply) contract won in November 2023 and additional scope added into the 'National Centre for Excellence in Teaching Mathematics' (NCETM) contract, both being contracts with the Department for Education in the UK. Surveys and Data Analytics revenue decreased to £1.4m (H1 2023 H1: £1.5m) as expected, due to the seasonality of the Southern Hemisphere International Student Barometer with most institutions participating every other year.  

Adjusted EBITDA decreased £0.5m to £7.4m (H1 2023: £7.9m) and adjusted EBITDA margin decreased to 16.4% (H1 2023: 18.5%). However, on an underlying basis operating margin has been steady, as the H1 2023 operating margin would have been 16.2% excluding a c£1.0m net positive impact of reversing an onerous contract provision. This is a strong performance with improvements in Cloud services margin offsetting the decline in high margin non-core software revenues, as anticipated.

Student Information Systems Adjusted Operating Margin increased to £13.5m (H1 2023: £13.2m) and margin decreased to 38.3% (H1 2023: 39.9%). The net benefit in H1 2023 for NTU was £1.3m, excluding this EBITDA improved by £1.6m driven by increasing cloud and foundation revenues.

Etio Adjusted Operating Margin decreased £1.0m to £0.9m (H1 2023: £1.9m) and Adjusted Margin decreased to 8.7% (H1 2023: 20.1%). We have seen slower decision making in the UK and Middle East, and the mix of contracts and investments made to the target operating model in preparation for future growth have impacted the margin.

Central Overheads, representing costs in HR, IT, Finance, Marketing, Management and Board that aren't directly attributable to lines of business decreased to £6.8m (H1 2023: £6.9m). Central overheads decreased by £0.3m due to NTU, as all costs were moved to exceptionals in 2024, following formal mediation. The remaining net increase of £0.1m is driven by increasing insurance, audit and software costs as expected. The Group continues to focus on standardisation of processes across the Group to drive efficiency.

Statutory Profit after Tax

The Statutory Profit after tax for the year decreased by £3.1m to £1.4m (H1 2023: £4.5m), due to £3.4m of exceptional costs. Exceptional costs include £2.8m for the NTU settlement agreement and associated legal fees, and £0.5m of restructuring costs.

Product Development Costs

The Group invested £5.3m (H1 2023 reported: £6.7m) in product development activity, of which £2.5m of Edge costs were capitalised (H1 2023: £4.6m). Edge investment to date, including Dynamics and Semestry, totals £49.6m. Annual development spend will continue to reduce from the peak in FY22 to match product development pace with customer needs. The net P&L charge after removing capitalised spend was £2.8m (H1 2023:  £2.0m).

Key performance indicators (KPIs)

1.         Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing operations and are calculated by taking the Adjusted EBITDA after the allocation of Central Overheads and excludes Interest, Tax, Depreciation and Amortisation and exceptional items of £5.7m (2023: £2.1m), refer to Note 5.

2.         Annual Recurring Revenue is a forward-looking metric. Includes exit rate annualised recurring revenue, plus future contracted recurring revenue yet be delivered, and known losses within the next 12 months where customers have given notice

3.         GRR is calculated as a 12 month rolling percentage of recurring revenue retained from existing customers at 1 July including contract expiry, cancellations or downgrades in the year. NRR is calculated as a 12 month rolling percentage of recurring revenue retained from existing customers at 1 July including upsells as well as contract expiry, cancellations or downgrades in the year.

4.         Committed Income (Order Book) refers to the Total Contract Value of booked sales orders which have not yet been delivered (including two years Support and Maintenance, where it is contracted on an annual recurring basis).

5.         Revenue per Operational FTE is the average FTE for the year excluding average FTE associated with capitalised Product Development. In H1 2024 72 FTE were capitalised (H1 2023: 116).

6          Operating cash conversion is calculated as net cash from operating activities before tax, excluding cash outflow of £0.3m (H1 2023: £nil) from a lapsed offer, and £1.4m (H1 2023: £nil) of restructuring costs as a proportion of Adjusted EBITDA excluding the onerous contract provision of £nil (H1 2023: provision release £4.3m)

Annual Recurring Revenue

ARR is a key forward-looking financial metric of the Group and is an area of strategic focus. Our aim is to grow ARR in our core products through the delivery of Software-as-a-Service contracts, providing increased quality of earnings.

ARR relating to our core product offering increased by 2.4% to £52.1m (FY 2023: £50.9m constant currency, £51.1m reported) with module upsells and inflationary uplifts driving continued growth.

ARR relating to other software and services has decreased 30.4% to £2.3m (FY 2023: £3.3m constant currency, £3.4m reported), due to the expected completion of the British Council contract in June 2025.

GRR 94% (H1 2023: 90%) has increased 4pp. In the prior period the loss of NTU, loss of Victoria University and a material decline in DoE contract values resulted in 5.6pp churn. In the current period there have been no equivalent size customer churns, the largest of which was £0.3m for one of our larger School Edge customers, representing 0.6pp.

NRR 107% (H1 2023: 101%) has increased by 6pp given lower churn compared to the prior period. Upsell to existing customers has been largely consistent year on year, with slightly higher growth in cloud recurring revenues as previously won ARR on cloud contracts flows through into the P&L.  

Committed Income (Order Book)

The Committed Income (Order Book) relates to the total value of orders across SIS and ES, which have been signed on or before, but not delivered by 30 June 2024. This represents the best estimate of business expected to be delivered and recognised in future periods and includes two years of Support & Maintenance revenue. At 30 June 2024 this decreased to £152.6m (2023: £168.1m) as long term contracts continue to unwind across both SIS and ES, including DoE, TAFE New South Wales, British Council, Callista and all ongoing ES contracts.

Operating cash conversion

Operating cash conversion has increased to 51% (H1 2023: 12%) due to an improved working capital position. It is calculated as net cash from operating activities before tax, excluding cash outflows from exceptionals, as a proportion of Adjusted EBITDA excluding significant one off items. Exceptional cash outflows include £1.4m (H1 2023: £nil) of restructuring costs and £0.3m (H1 2023: £nil) associated with the lapsed offer from Ellucian. In H1 2023 there was a significant one off onerous contract provision release of £4.3m.

Free cash flow

Free cash flow is included as a key indicator of the cash that is generated (or absorbed) by the Group and is available for acquisition-related investment, financing costs or distribution to shareholders. It is calculated as net cash generated, before dividends, interest and finance charges, deferred consideration, and investments in subsidiaries. Free cash flow in H1 2024 improved to an outflow of £(1.9)m (H1 2023 outflow of £(9.4)m reported) as net cash used in operating activities before tax increased to £2.0m (H1 2023: £(3.4)m) and investment in capitalised product development decreased to £2.5m (H1 2023: £4.6m).

Full time equivalent (FTE) and staff retention

Our overall workforce has decreased by 5.3% to a total FTE of 882 at 30 June 2024 from 931 at 30 June 2023.

On an operational FTE basis (excluding Capitalised Product Development), the revenue per average operational FTE increased to £54.9k (H1 2023: £52.0k).

The reduction in headcount reflects our drive for operational efficiencies and reduction in Edge product development, whilst growing our Philippines global business centre. Staff retention has increased to 94.2% (H1 2023: 92.8%).

Exceptionals

The Group has adopted a policy of disclosing separately on the face of its Group income statement the effect of any components of financial performance considered by the Directors to be not directly related to the trading business or significant one-off events, for which separate disclosure would assist in a better understanding of the financial performance achieved.

A full explanation of 'Exceptional items' is included in Note 6, however the main items are as follows:

·      NTU Settlement and associated costs: Costs of £2.8m relates to the settlement agreed in May 2024 and associated legal fees (H1 2023: nil).

·      Etio restructuring costs: Board's strategic review of Etio and establishing Etio as a standalone entity, with costs of £0.3m in 2024 (H1 2023: nil).

·      Group restructuring and associated costs: £0.2m relates to restructuring costs as the operating model transitions to an Edtech SaaS business (H1 2023: £0.3m).

Net (Borrowings) / Cash and Cash Flow

Net debt and cash equivalents at 30 June 2024 were (£10.0)m (H1 2023: (£12.9)m).

Operating cash inflow before tax for the period was £2.0m (H1 2023: £(3.4)m), £5.4m higher than last year despite £1.7m (H1 2023: £0.4m) cash outflow from exceptional costs mainly from restructuring activities.

Spend on product development decreased to £2.5m (H1 2023: £4.6m) in line with the Group's product investment programme.

Cash inflow from other financing activities (per table above) decreased to £(2.6)m (2022: £7.7m), due to £2m repayment of the net loan facility and bank loan arrangement fees and interest £0.6m (H1 2023: £0.2m).

Funding arrangements

On 29 December 2023 the Group entered a three-year £20m multicurrency revolving facility with a further £5m accordion with HSBC, with the option to extend by a further two years. The facility was put in place to cover general corporate and working capital requirements of the Group and as at 30 June 2024 £12.0m (H1 2023: 14.0m) of the loan was utilised. The Group had a £5m committed overdraft facility in the UK until 31 July 2024, where this reduced to £2m and is due to end at the end of August 2025. It also has an AUD $2m committed overdraft facility in Australia (until October 2024).  As at 30 June 2024 £2.9m of the GBP facility was utilised.

Shareholders returns and dividends

In line with the 2023 year end announcements, given the finalisation of the NTU settlement and solid cashflow performance in FY24, the Board intends to pay an interim dividend to shareholders of 0.65p on 28 November 2024 to shareholders on the register at the close of business on 31 October 2024. The ex-dividend date will be 30 October 2024.

Share options and share capital

On 13 June 2024, 1,766,193 nil-cost share options were granted to Mark Pickett (1,109,005) and Diane McIntyre (657,188) as part of their ongoing remuneration.

On 5 June 2024, 552,291 nil-cost share options were granted to eligible employees under the terms of its 2018 Long-Term Incentive plan.

Diane McIntyre

Chief Financial Officer

Condensed consolidated income statement

For the six months to 30 June 2024

All activities are from continuing operations

Condensed consolidated statement of comprehensive income and expense

For the six months to 30 June 2024

Condensed consolidated balance sheet

As at 30 June 2024

Condensed consolidated cash flow statement

for the six months to 30 June 2024

Condensed consolidated statement of changes in equity

For the six months to 30 June 2024

Notes to the condensed consolidated financial information

for the six months to 30 June 2024

1.         General information

The condensed consolidated financial information for the six months ended 30 June 2024 was approved by the Board of Directors on 20 August 2024. This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2023 were approved by the Board of Directors on 20 March 2024.  A copy of the statutory accounts for that year has been delivered to the Registrar of Companies.  The auditor reported on those accounts: its report was unqualified, and did not contain a statement under section 498(2) or (3) of the Companies Act 2006. 

2.         Accounting policies

The condensed consolidated set of financial statements included in this half-yearly financial report has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority.

The condensed consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2023 which have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were as stated within the consolidated financial statements for the year ended 31 December 2023.

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2023.

3.         Going concern

Tribal had net cash and cash equivalents of £2.0m at the end of H1 2024, and borrowings of £12.0m. The Group has access to a £5.0m committed overdraft facility in the UK and a $AUD 2.0m committed overdraft facility in Australia. As at June 2024 there was $2.0m available but undrawn in respect of the AUS overdraft facility and £2.1m available with £2.9m drawn down in respect of the UK overdraft facility. Tribal Group plc has undertaken to make adequate financial resources available to the Group to meet its current and future obligations as and when they fall due. 

Tribal's main business is software related through the provision of Student Information Systems (SIS) to education institutions globally. Revenue is generated from the sale of software licenses and related implementation work, and the ongoing provision of support & maintenance and cloud/hosting services. The Group benefits from strong annual recurring revenues and cash generation, it also has a significant pipeline of committed income for the remainder of 2024 and into 2025 which provides a good level of protection and certainty to the business. The Group's net current liability position has decreased to £21.5m from £19.1m, this being driven by the NTU settlement creditor.

The Group had a positive start to the year, closing several significant sales to new and existing customers, and expanding its global footprint. The investments the Group continue to make position Tribal at the forefront of this evolution in the industry. The start of the year has been cash generative and although management anticipates an improved cash position by year end, a net debt position is still expected. Management is monitoring costs closely and would also introduce cost saving measures to mitigate the impact on profit and cash if necessary.

The Company has guaranteed the year-end liabilities of its subsidiaries.

In assessing the Group's going concern position the Directors have considered all relevant facts, latest forecasts, an assessment of the risks faced by the Group, and considered potential changes in trading performance. In addition, management have sufficiently stress tested the latest forecasts to the point where either the Group cannot meet its liabilities or is in breach of banking covenants and have concluded that this position is highly unlikely, and therefore does not have a significant impact on the Group's ability to continue as a going concern. Accordingly, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements and the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the financial statements.

4.         Segmental analysis

Information reported to the Chief Executive Officer for the purposes of resource allocation and assessment of segment performance is focused on the nature of each type of activity. The Group's reportable segments and principal activities under IFRS 8 are detailed below:

·     Student Information ("SIS") represents the delivery of software and subsequent maintenance and support services and the activities through which we deploy and configure our software for our customers, including software solutions, asset management and information managed services; and

·     Etio (formerly Education Services) ("Etio") represents inspection and review services which support the assessment of educational delivery, and a portfolio of performance improvement tools and services, including analytics.

In accordance with IFRS 8 'Operating Segments' information on segment assets is not shown as this is not provided to the Chief Operating decision-maker.  Inter-segment sales are charged at prevailing market prices.

Depreciation and amortisation is allocated to segment profits and is included in adjusted segment operating profit as above. The amount included in SIS is £1.3m (30 June 2023: £1.0m; 31 December 2023 £2.3m) and within Etio £0.1m (30 June 2023: £0.1m; 31 December 2023: £0.2m). The accounting policies of the reportable segments are the same as the Group's accounting policies.  Segment profit represents the profit earned by each segment, without the allocation of central administration costs, including Directors' salaries, finance costs and income tax expense.  This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

Within Etio revenues of approximately 9% (31 December 2023: 2%) have arisen from the Segment's largest customer: within SIS revenues of approximately 4% (31 December 2023: 4%) have arisen from the Segment's largest customer. These percentages are calculated against total revenue.

Geographical information:

Revenue from external customers, based on location of the customer, are shown below:

5.    Alternative Performance Measures (APM)

A number of non-IFRS adjusted profit measures are used in this Annual Report and financial statements. Exceptional items are excluded from our headline performance measures by virtue of their size and nature, in order to reflect management's view of the underlying performance of the Group.

Summarised below is a reconciliation between statutory results to adjusted results. The Group believes that alternative performance measures such as adjusted EBITDA are commonly reported by companies in the markets in which it competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation and amortisation, which can vary significantly depending upon accounting methods (particularly when acquisitions have occurred), or based on factors which do not reflect the underlying performance of the business. The adjusted profit after tax earnings measure is also used for the purpose of calculating adjusted earnings per share.

6.    Exceptional items

Exceptional items are not part of the Group's underlying trading activities and include the following:

Acquisition related costs: Amounts relating to the consultancy and legal costs of potential acquisitions in the period total £nil. (30 June 2023: charge of £74,000; 31 December 2023: credit of £103,000). The credit in 2023 arose from the remeasurement of accounting for changes in the fair value of the contingent deferred consideration as part of the earn-out agreement with Eveoh BV, and the corresponding gain has been recognised in the income statement.

Restructuring and associated costs relate to the restructuring of the Group's operations, including properties and the Education Services Restructure £477,000. (30 June 2023: £292,000; 31 December 2023: £2,003,000). These costs relate to one-off initiatives that support the Group's transition to a Pureplay EdTech, SaaS business.

Takeover costs: Amounts relating to the lapsed offer for Tribal Group plc by Ellucian. Costs of £88,000 (31 December 2023: £1,420,000) were spent on due diligence and external advisors.

NTU Settlement and associated costs relates to the mediation costs with Nanyang Technological University ("NTU") and the settlement agreed which resolves all outstanding issues in relation to the contract between Tribal and NTU which was terminated on 17 March 2023.

7.       Finance costs

8.    Tax

The Group continues to hold appropriate Group provisions.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

9.         Earnings per share

Earnings per share and diluted earnings per share are calculated by reference to a weighted average of ordinary shares calculated as follows:

Diluted earnings per share only reflects the dilutive effect of share options for which performance criteria have been met.

The maximum number of potentially dilutive shares, based on options that have been granted but have not yet met vesting criteria, is 2,067,428 (31 December 2023: 3,300,128). This includes nil options in the 2019 SAYE Scheme (31 December 2023: 17,937).

The "adjusted" basic and diluted earnings per share figures are included as the directors believe that they provide a better understanding of the underlying trading performance of the Group. 

A reconciliation of how these figures are calculated is set out below:

*Net profit (before exceptional items) is calculated as below:

10.          Goodwill

The Group tests annually for impairment, or more frequently if there are indicators that goodwill could be impaired.  At the half year, a review has been undertaken to ascertain if any indicators have arisen of potential impairments.  Based on the review performed, no impairment indicators that would require an impairment review have been noted.

11.          Other intangible assets