For immediate release
12 June 2024
RWS
Holdings plc
Half
Year Report for the Six Months ended 31 March 2024
Encouraging trends and start to H2 support a full year
performance in line with market expectations¹
RWS Holdings plc ("RWS", "the
Group", "the Company"), a unique world-leading provider of
technology-enabled language, content and intellectual property
services, today announces its half year results for the six months
ended 31 March 2024 ("the first half", "H1 2024" or
"HY24").
Financial overview
|
H1 2024
|
H1 2023
|
Change
|
Revenue
|
£350.3m
|
£366.3m
|
-4%
|
|
Adjusted profit before
tax²
|
£45.6m
|
£54.4m
|
-16%
|
|
|
|
|
Reported profit before
tax
|
£17.3m
|
£28.7m
|
-40%
|
|
|
|
|
Adjusted basic earnings per
share²
|
9.1p
|
10.6p
|
-14%
|
|
|
|
|
Basic earnings per
share
|
3.0p
|
5.4p
|
-44%
|
|
|
|
|
Interim dividend
|
2.45p
|
2.40p
|
+2%
|
|
|
|
|
Cash conversion²
|
30%
|
85%
|
-55%
pts
|
|
H1 2024
|
FY 2023
|
Change
|
|
|
|
|
Net (debt)/cash³
|
£(38.9)m
|
£23.6m
|
-£62.5m
|
|
|
|
|
|
|
|
|
H1
2024 highlights
·
The Group made further progress in improving
performance, and mitigating end market pressures, with an
encouraging return to growth in two of our four divisions and
growing traction with our AI-based solutions, particularly TrainAI,
Language Weaver and Evolve, supporting a number of new business
wins in the first half:
·
Improving trend in organic constant currency
("OCC")⁴ revenues - 2% decline in the period (H1
FY23: -7% and H2 FY23: -5%), with the Group returning to growth in
the second quarter
·
High levels of repeat revenue, supported by
further incremental revenue contribution
from our growth levers, particularly TrainAI and Linguistic
Validation
·
Revenues from Language Weaver and TrainAI and the
proportion of localisation revenues which are machine-translated
first, which comprise the Group's AI-related products and services,
now represent more than a quarter of Group revenues
·
Benefits from our investments in transformation
and sales effectiveness starting to be realised
·
Reported revenue of £350m, down 4% on prior
period (HY23: £366m) and down 2% on an OCC⁴ basis (HY23:
£357m):
·
Language Services returned to growth on an
OCC⁴ basis, driven by a good
performance in Enterprise Services, particularly in TrainAI, where
our major global technology clients are increasingly benefiting
from our data services expertise
·
IP Services returned to growth on an OCC⁴ basis,
driven by an encouraging performance in the Eurofile segment with
many patent filers remaining committed to existing arrangements
over the new Unitary Patent
·
In Language & Content Technology ("L&CT")
revenue contracted on an OCC⁴ basis although reported revenues
increased, supported by an 18% growth in SaaS licence revenues,
good growth in Propylon, and a high level of new bookings in
Language Weaver, offset by weaker performance in Tridion
·
In Regulated Industries revenue declined on an
OCC⁴ basis, driven by a continuation of the challenges previously
noted in the Life Sciences segment, a number of our larger clients
going through cost-cutting exercises and the non-recurrence of some
work in the financial services segment last year; however, we are
encouraged by some early signs of recovery in the second
half
·
Language eXperience Delivery ("LXD"), our
production platform, has continued to drive increasing efficiency
across the Group:
·
The LXD has started to handle volume from IP
Services, and currently manages the majority (73%) of our
localisation volume in Language Services and Regulated Industries;
more than 60% of this content is now machine-translated first by
Language Weaver
·
LXD technology and expertise is also being used
to help manage the large communities of high-quality annotators and
validators that are critical to enabling TrainAI revenue
growth
·
Gross margins have been maintained at 45.7%
(HY23: 45.7%), due to the cost reduction actions taken in H2 FY23
and ongoing LXD efficiencies, fully offsetting weaker performance
in some parts of our higher margin businesses and foreign exchange
headwinds
·
Adjusted profit before tax² ("PBT") of £45.6m
(HY23: £54.4m) reflected lower gross profit. Adjusted
administrative expenses remained in line with prior year, as the
cost reduction actions in FY23 offset the expected foreign exchange
headwinds and ongoing planned investments. As a result, adjusted
profit before tax² margin was 13.0%, down from 14.9% in
HY23
·
Net debt³ was £38.9m at 31 March 2024 (FY23: net
cash of £23.6m) after payment during the first half of the £36m
final dividend for FY23 and £30m under the share repurchase
programme. £25m cash was received as initial consideration for
PatBase in May 2024 after the period end
·
Cash conversion² was 30% in H1 (as a result of
weaker business performance, continued planned investments and a
short-term lengthening of debtor days), which is expected to revert
to normal levels by the year end
·
In October 2023 RWS acquired ST Comms Language
Specialists Proprietary Limited, a Cape Town-based language
services provider, enabling our clients to extend their reach into
the African market with locally-based linguistic expertise across
40+ African languages, further strengthening RWS's position in
rarer languages
·
The share repurchase programme, announced in June
2023, was successfully completed in February 2024
·
An interim dividend of 2.45p, an increase of 2%
(HY23: 2.40p) has been approved
Progress on strategy
·
Evolve, our pioneering linguistic AI solution
which utilises a private Large Language Model ("LLM"), has a strong
opportunity pipeline, with 8 clients having completed or going
through proof of concept and we anticipate it contributing to
second half revenues
·
We have just launched HAI, a digital self-service
platform designed to streamline the translation experience for
small and medium businesses by combining human expertise and AI,
simplifying project management, offering real-time cost visibility,
security and ensuring high-quality translations, all in one
place
·
In Q3 we are releasing Trados Studio 2024 and
Tridion Docs 15.1, each with multiple AI features, which are
expected to enhance revenues in the second half
·
We remain committed to our planned investments in
sales and marketing, R&D and transformation that will underpin
future growth, efficiency and margin development; having
successfully completed the second and most significant release of
our HR system in May, and we are on track to complete our HR
transformation by the end of FY24
·
On 16 May the Group further strengthened its
balance sheet with the disposal of its interest in
a revenue and cost sharing arrangement, together
with some associated assets, relating to a patent information
resource business known as "PatBase", receiving £25m in cash in
May, with the remaining £5m payable at the latest six months after
completion
Outlook
·
We continue to expect a stronger performance in
the second half of the year, supported by new business wins across
the Group and some recovery in higher margin parts of the
business
·
Our many years of investment in AI solutions,
both to improve outcomes for clients and to drive internal
efficiency, position us well to play a leading role and navigate
the AI-related transformation we are seeing in our
industry
·
We are encouraged by some strong wins in the
period in our AI-centred solutions, particularly TrainAI, which
will make further positive contribution to our revenue and growth
rates in the second half
·
While mindful of the wider macroeconomic
environment and continuing pressures in some of our end markets, we
are pleased that recent trading, including an encouraging start to
H2, currently points to a performance in line with market
expectations for the full year¹ and we remain confident in the
multiple long-term growth drivers for our products and
services.
Ian El-Mokadem, Chief Executive
Officer of RWS, commented:
"The Group's first half results
reflect good progress in a number of areas and demonstrate that we
are well positioned for clients' increased appetite to harness AI
to meet their language and content needs. Our successes with
TrainAI and Evolve, which have continued into the early part of the
second half, demonstrate that our AI-enabled solutions are
resonating with clients at this pivotal moment for our
industry.
"With AI-related products and
services accounting for more than a quarter of the Group's
revenues, RWS is both an established industry leader and one of the
principal AI innovators. RWS's proprietary technology platform and
in-house linguistic expertise mean that we have a unique
combination of human and artificial intelligence, which we call
Genuine Intelligence™. Operating at the intersection of both allows
us to continually improve our AI solutions with training data
validated by our own language specialists, supporting rapid
improvement in client outcomes.
"We are pleased to see that both
Language Services and IP Services have returned to growth. Our
growth initiatives, such as Linguistic Validation and TrainAI,
continue to deliver incremental revenue. In parallel, we saw an
encouraging first half performance in Language Weaver, our
long-standing AI-based machine translation solution.
"It has been disappointing that we
have not seen the recovery in Regulated Industries as quickly as we
would have hoped and that sales in some parts of our content
management software business have been slower than planned.
However, with the implementation of a range of corrective actions,
we expect these parts of the Group to show some recovery in the
second half.
"We remain committed to the
investments in growth and transformation that will underpin future
revenue and margin development, alongside continued effective cost
management. The Group returned to growth in the second
quarter, and has had an encouraging start to H2, currently pointing
to a performance in line with market expectations for the full
year.¹ The multiple long-term growth drivers for our products and
services continue to give us confidence in the future."
For further information, please
contact:
RWS Holdings plc
Ian El-Mokadem, Chief Executive
Officer
Candida Davies, Chief Financial
Officer
|
01753
480200
|
MHP (Financial PR Advisor)
Katie Hunt / Eleni Menikou /
Catherine Chapman
|
rws@mhpc.com
020 3128
8100
07884
494 112
|
Deutsche Numis (Nomad & Joint Broker)
Stuart Skinner / Will
Baunton
|
020 7260
1000
|
Berenberg (Joint Broker)
Ben Wright / Toby Flaux / Milo
Bonser
|
020 3207
7800
|
About RWS:
RWS Holdings plc is a unique,
world-leading provider of technology-enabled language, content and
intellectual property solutions. Through
content transformation and multilingual data analysis, our
combination of AI-enabled technology and human expertise helps our
clients to grow by ensuring they are understood anywhere, in any
language.
Our purpose is unlocking global
understanding. By combining cultural understanding, client
understanding and technical understanding, our services and
technology assist our clients to acquire and retain customers,
deliver engaging user experiences, maintain compliance and gain
actionable insights into their data and content.
Over the past 20 years we've been
evolving our own AI solutions as well as helping clients to
explore, build and use multilingual AI applications. With 45+
AI-related patents and more than 100 peer-reviewed papers, we have
the experience and expertise to support clients on their AI
journey.
We work with over 80% of the
world's top 100 brands, more than three-quarters of Fortune's 20
'Most Admired Companies' and almost all of the top pharmaceutical
companies, investment banks, law firms and patent filers. Our
client base spans Europe, Asia Pacific, Africa and North and South
America. Our 65+ global locations across five continents service
clients in the automotive, chemical, financial, legal, medical,
pharmaceutical, technology and telecommunications
sectors.
Founded in 1958, RWS is
headquartered in the UK and publicly listed on AIM, the London
Stock Exchange regulated market (RWS.L).
For further information, please
visit: www.rws.com.
Forward-looking statements
This announcement contains certain
statements that are forward-looking. These include statements
regarding our intentions, beliefs or current expectations and those
of our officers, Directors and employees concerning, amongst other
things, our results of operations, financial condition, liquidity,
prospects, growth, strategies and the business we operate. By their
nature, these statements involve uncertainty since future events
and circumstances can cause results and developments to differ
materially from those anticipated. The forward-looking statements
reflect knowledge and information available at the date of
preparation of this document and, unless otherwise required by
applicable law, RWS undertakes no obligation to update or review
these forward-looking statements. Nothing in this announcement
should be construed as a profit forecast. RWS and its Directors
accept no liability to third parties in respect of this document
save as would arise under English law.
1. The latest Group-compiled view of
analysts' expectations for FY24 gives a range of £721.4m-£756.0m
for revenue, with a consensus of £735.1m, and a range of
£110.4m-£118.4m for adjusted profit before tax, with a consensus of
£113.8m, and a range of 21.8p to 24.0p for adjusted EPS, with a
consensus of 22.8p.
2. RWS uses adjusted results as key
performance indicators as the directors believe these provide a
more consistent measure of operating performance. The definitions
for these key performance indicators can be found in the
Appendix.
3. Net cash comprises cash and cash
equivalents less loans but before deducting lease
liabilities.
4. Adjusted to reflect a
like-for-like comparison between reporting periods and assumes
constant currency across both reporting periods.
RWS
Holdings plc
Results
for the Six Months ended 31 March 2024
Chief Executive Officer's
Review
The Group's performance in the
first six months of the year ("the first half", "H1 2024" or
"HY24") demonstrates good progress compared with the second half of
FY23 and shows the positive impact of the steps we continue to take
in response to difficult trading conditions and in delivering our
medium-term strategy. Two of our divisions, Language Services and
IP Services, have returned to growth, our growth levers are
delivering incremental revenues and our AI-centred solutions are
playing an increasingly important role both for our clients and in
respect of our internal efficiency. We are disappointed that we
have not yet seen the anticipated recovery in the Regulated
Industries division and that sales in some parts of our content
technology business have been slower than planned. Our financial
strength has allowed us to continue investing in sales and
marketing effectiveness and our transformation programmes, which
will underpin future growth, efficiency and margin
development.
Business overview
RWS is a unique
world-leading provider of AI-enabled language,
content and intellectual property services. The Group is a profitable cash-generative business with a
strong track record of growth and value creation. We operate in
attractive markets with a combined global size estimated at more
than £47bn, where specialist knowledge, in-house technology,
proprietary linguistic data, security, reputation and scale are
critical.
We have successfully diversified
in recent years and now occupy leading positions in many of our
chosen markets, as well as owning and developing a significant
technology platform.
We offer a wide range of products
and services, delivered with a unique blend of technology and human
expertise to meet our clients' content needs. AI-based solutions
and functionality are central to our success and, as an AI-native
organisation, we have long-established capability across the
content value chain, from the sourcing and validation of training
data to the provision of neural machine translation across multiple
use cases.
This is recognised by both
industry analysts and our clients. Slator's recently published
language industry report¹ noted RWS's leveraging of generative AI
with a private large language model to deliver the automatic
post-editing that underpins the Evolve solution. We will shortly be
announcing an expansion to our partnership with Amazon Web Services
to bring to market new solutions powered by generative
AI.
· Language
Services focuses on localisation
and related solutions for a wide range of industry verticals,
including automotive, chemical, consumer, manufacturing, retail,
technology, travel and telecommunications. The range of services
includes AI-centred localisation and data services, eLearning and
multimedia localisation. The division has three client segments -
global technology enterprises (served by the Enterprise Services
business unit), major accounts and small & medium enterprises
(both served by the Strategic Content Solutions business unit).
RWS's technology products, such as Language Weaver and Trados,
either underpin the division's services solutions (such as Evolve
and HAI) or are sold in combination with them. The division is able
to support clients at any stage of their globalisation
journey.
· Regulated
Industries provides a range of
localisation services for three verticals - life sciences,
financial services and the legal sector. Service provision is
centred around highly specialised technical translations with a
strong emphasis on quality and security. The division's clients
include 19 of the world's top 20 pharmaceutical companies, all of
the top 10 asset management companies and 18 of the top 20 law
firms. In the pharmaceutical and medical device verticals, we work
in both the clinical and regulatory phases of therapy development
and our services often make a critical contribution to life
safety.
· Language & Content
Technology offers a range of
technology products which deliver translation and content
management solutions. A pioneer in machine translation ("MT"),
Language Weaver is a neural MT product, using linguistic AI. With
Trados, RWS offers a suite of translation productivity and
management solutions for enterprises, small and medium-sized
organisations and professionals. Tridion, Contenta and Propylon are
the Group's portfolio of content management products, which offer
specialised solutions for multiple end markets, including aerospace
and defence, high-tech, law-makers and law-takers, life sciences
and manufacturing, alongside a leading XML editor (Fonto). All
these products offer clients enterprise grade privacy, security and
quality.
· IP Services
is one of the world's leading providers of patent
translations, filing solutions and IP search, renewal, recordals
and monitoring services. The division delivers highly specialised
technical translations to patent applicants and their
representatives and counts 18 of the world's top 20 patent filers
as its clients.
Language eXperience Delivery ("LXD"), RWS's unique production platform, translates the
majority of client content from the Language Services and Regulated
Industries divisions: 73% (FY23: 63%). The LXD uses RWS's
technology products to support operational efficiency and
excellence in the delivery of solutions to clients - the Trados
Enterprise product is deployed to aid translation productivity and
management and Language Weaver AI is routinely used both to analyse
client content to enable it to be better assigned to linguists and
to pre-translate content before it is post-edited by linguists.
More than 60% of this content is machine-translated first by
Language Weaver, making the LXD an extensive and experienced user
of AI.
The LXD began handling volumes
from the IP Services division in the first quarter. The LXD is now
running a common supply chain for the whole Group and, as a result,
all three services divisions are benefiting from volume discounts
with our freelance network of language specialists. The LXD supply
chain team are now applying their expertise to support the sourcing
and management of the communities that underpin the delivery of
TrainAI and other data services.
Our strategy
RWS is confident that its
medium-term strategy is supporting the next phase of the Group's
development and will help build a long-term sustainable
business, delivering financial and social value. Through our
defined growth initiatives, we are accelerating penetration into
existing higher growth segments, leveraging our capabilities into
adjacent higher growth segments such as AI data services (TrainAI),
Linguistic Validation and eLearning and re-affirming our technology
product leadership. In respect of our language technology
portfolio, we are underway with our Trados transition
programme.
AI is at the heart of these
developments and we are already well-established as developers,
providers and users of AI technology through products such as
Language Weaver and Trados and AI data services such as TrainAI.
Large Language Models ("LLMs") represent an exciting development as
far as content generation and transformation is concerned and we
have deployed a private LLM as a core part of our Evolve
solution.
In parallel we are investing to
create an efficient scalable platform that can underpin both
organic and inorganic growth. Having successfully completed the
second and most significant release of HR D365 in May we are on
track to complete our HR transformation by the end of FY24. In
Finance the first phase of the shared service centre implementation
has been completed. We have made good progress on moving a greater
proportion of volume into the LXD (including some IP Services
content) and we have rationalised the supply chain for our
freelance network, with the resulting efficiency benefits already
supporting margin. Looking forward, we will complete the existing
programmes in Finance and IP Services, and look to access new
opportunities in the further development and scaling of our AI
propositions, end-to-end optimisation and legal entity
rationalisation.
RWS's strong cash position means
that the Group continues to seek acquisitions which can accelerate
delivery of our medium-term plans. Our disciplined M&A
programme is focused on selectively acquiring complementary
businesses which enhance our organic growth profile and fit with
our strategic priorities to add:
· localisation assets with attractive end market
exposure;
· new
capabilities in AI technology and technology-enabled language
services;
· assets that broaden our natural language processing
capabilities; and
· data
annotation solutions.
Our strategy is underpinned by the
RWS Growth Model, which demonstrates our unique position and the
basis on which we will deliver our strategy.
The Growth Model's five components
are:
· Building long-term client relationships - we offer a comprehensive range of
services and products, with configurable solutions to meet any mix
of quality, value and speed requirements from clients, who also
benefit from dedicated sector account management teams and
specialist sector expertise in areas such as life sciences,
technology and intellectual property.
· Deepening our cultural and technical
expertise- we support over 429 language
pairs and have access to more than 35,000 freelance linguists
alongside nearly 1,600 that we directly employ. We have rich and
varied data - translation memories, term bases and accumulated
knowledge about brands and their voices and different cultures. We
also invest in future linguistic and technical talent via the RWS
Campus programme.
· Deploying our unique technology and AI - we are machine translation
pioneers via our AI-driven Language Weaver product, and our neural
MT research team is accredited with more than 40 patents. The
Trados suite offers a range of market-leading cloud-oriented
translation management and productivity tools, and we provide
complementary content management technologies through Tridion to
allow brands to better reach their audiences. Contenta offers
specialised content management for the defence and aerospace
sectors. Our technology product suite is sold both separately and
alongside our service solutions, as well as supporting our internal
efficiency and effectiveness.
· Developing our portfolio - RWS
consistently delivers strong underlying cash generation. As a
result, the Group has the ability to invest in service and
technical development to support our clients as they innovate and
grow. Our strong balance sheet also allows us to make further value
accretive acquisitions which will support our move into higher
growth segments.
· Leveraging our global scale and reach - The LXD provides 24 x 7 coverage via a blend of human
expertise and technology. The platform delivers operational
leverage, with potential for sustained efficiency and margin
improvement. We are also investing to establish effective and lean
shared services which will support our four operating divisions and
facilitate the integration of acquisitions and continued margin
development.
Profit and Loss
The Group's revenues were £350.3m
compared with £366.3m in the six months ended 31 March 2023
("HY23"), a 4.4% decline. On an OCC² basis revenues fell by 2%,
representing an improving trend (H1 FY23: -7% and
H2 FY23: -5%), with the Group returning to growth in the second
quarter. Gross margins were maintained at 45.7% (HY23:
45.7%) due to cost reduction actions taken in H2 FY23 and ongoing
LXD efficiencies fully offsetting weaker performance in some parts
of our higher margin businesses and foreign exchange
headwinds.
The Group achieved an adjusted
PBT³ of £45.6m in the first half-year, a decrease of 16% compared
with £54.4m in HY23, reflecting the lower gross profit. Adjusted
administrative expenses remained in line with prior year, as the
cost reduction actions in FY23 offset the expected foreign exchange
headwinds and ongoing planned investments. As a result, adjusted
profit before tax³ margin was 13.0%, down from 14.9% in HY23.
Adjusted profit before tax³ is stated before exceptional items,
share-based payment expenses and amortisation of acquired
intangibles. On the same basis, adjusted basic earnings per share³
decreased by 14% to 9.1p (HY23: 10.6p).
Taxation
The adjusted effective tax rate⁴
for the Group was 25.1% (HY23: 24.4%). This increase reflects the
impact of different tax rates in the geographical locations where
profits are made, together with the impact of movements in
provisions as part of our regular reassessment of tax exposures
across the Group.
Currency and FX
The Group remains exposed to
movements in the US dollar exchange rate reflecting the fact that
the majority of revenues are denominated in US dollars
(approximately 52%). The Group continues to hedge transactional
risk while relying on constant currency reporting to highlight
underlying translation risk, which remains unhedged. The Group uses
forward exchange contracts to hedge risk at both Group and
divisional level.
Cash Flow
Net cash flow from operating
activities was £37.4m (HY23: £60.2m). During the first half, the
major cash outlays were the final dividend of £36.4m, repurchase of
shares £30.4m, intangible asset additions of £21.6m and tax
payments of £10.6m. Cash conversion was 30% as a result of weaker
business performance, continued planned investments and a
short-term lengthening of debtor days. Cash conversion is expected
to revert to normal levels by the end of the period.
£25m cash was received as initial
consideration for the disposal of the Group's interest in
a revenue and cost sharing arrangement, together
with some associated assets, relating to a patent information
resource business known as "PatBase" in May 2024.
Balance sheet and liquidity
At 31 March 2024, shareholders'
funds amounted to £909.0m (HY23: £1,062.7m). At the same date, the
Group had net debt⁵ of £38.9m (FY23: net cash £23.6m), comprising
cash of £64.6m less borrowings of £103.5m. RWS has a cash
generative business model and the Board is confident that the
Group's cash generation and liquidity put it in a strong position
to further invest in organic growth as well as explore suitable
acquisition opportunities. In addition to its cash reserves, the
Group had drawn US$135m of its US$220m banking facility, leaving
headroom of US$85m at the period end and total liquidity of
£132m.
Dividend
The Directors have approved an
interim dividend of 2.45p per share, reflecting a 2% increase over
the 2.40p interim dividend in HY23. This reflects the Group's
strong financial position, its cash generative business model and
the Board's confidence in its future prospects.
The dividend will be paid on 19
July 2024 to shareholders on the register at 21 June 2024 and the
ex-dividend date is 20 June 2024. The Group remains committed to a
progressive dividend policy, which has been followed in every year
since flotation in 2003.
Operating review
Language Services
The Language Services division,
which represented 45% of Group revenues (HY23: 44%) in the period,
generated revenues of £156.5m (HY23: £160.9m).
Language Services returned to
growth on an organic constant currency (OCC)² basis, up 2% versus
prior year, driven by a good performance in Enterprise Services,
particularly in TrainAI, where our major global technology clients
are increasingly benefiting from our data services expertise.
We also won our first TrainAI contracts in other
parts of the Group and, with an encouraging pipeline, we anticipate
TrainAI will make a further positive contribution to our revenue
growth rate in the second half. Clients are attracted to the
enterprise-grade security and privacy that RWS offers, as well as
its strong ethical practices in the sourcing and quality checking
of data for training their AI models.
We are also encouraged by the
impact of Evolve, our pioneering linguistic AI solution. Evolve
combines RWS's language services expertise with its translation
management system (Trados Enterprise) and neural machine
translation technology (Language Weaver) alongside language
specialist-trained quality estimation and a finely tuned private
large language model. After a successful beta program in which a
number of clients participated, we are now seeing early revenues
from Evolve contracts with major clients. With a strong pipeline of
opportunities including several clients currently going through
proof of concept, we anticipate Evolve contributing to second half
revenues and becoming an important part of our AI-enabled services
portfolio.
We made good progress in respect
of growth levers in the division during the period. In eLearning we
have an increasing number of pilots and opportunities across all
verticals and we have just launched HAI, a digital self-service
platform designed to streamline the translation experience for
small and medium businesses by simplifying project management,
offering real-time cost visibility and ensuring high-quality
translations, all in one place.
Once again, we saw high levels of
client retention and satisfaction in the division, a number of new
client wins in the technology and e-commerce sectors and good
organic performance in the Asia-Pacific region.
The division's adjusted³ operating
profit was £15.3m (HY23: £13.0m), reflecting top line revenue
growth and the impact of cost reduction measures taken in the
second half of FY23.
Regulated Industries
In Regulated Industries, reported
revenues were £71.8m (HY23: £84.9m), representing 21% of Group
revenues (HY23: 23%).
Revenue declined on an
OCC² basis by 12%,
driven by a continuation of the challenges previously noted in the
life sciences segment, a number of our larger clients going through
cost-cutting exercises and the non-repeat of compliance work to
meet PRIIPS regulatory changes in the financial services segment
last year. By contrast, Linguistic Validation, one
of our growth initiatives and a service used by clients at the
clinical phase of therapy development, continues to perform
strongly. Its success also points to improved demand in the
regulatory and launch phases in due course.
During the period we secured our
first Evolve contract with a large life sciences client and are
encouraged by the number of pipeline opportunities in this part of
the division. We are also encouraged by some early signs of
recovery in the second half.
Adjusted³ operating profit for
Regulated Industries was £7.5m (HY23: £11.7m), reflecting the
reduction in top line revenues, partially mitigated by increased
use of the LXD and the impact of FY23 cost actions.
Language & Content Technology
Language & Content Technology
("L&CT") revenues were £68.8m (HY23: £67.6m) and accounted for
20% of Group revenues (HY23: 18%).
Revenue contracted 3% on an OCC²
basis, with good growth in Propylon and a high level of new
bookings in Language Weaver, offset by lower term and perpetual
licence sales and renewals and professional services revenues in
Tridion. We saw new logo wins across a range of end markets,
including financial services, government, media and
retail.
We achieved an 18% growth in SaaS
licence revenues in the period compared with HY23 and SaaS revenues
as a percentage of total licence revenues in the division increased
to 39% (HY23: 33%), demonstrating the continued shift in our
licence models to SaaS, linked to the increased R&D investments
in our technology products. This transition to SaaS builds
long-term value for FY24 and beyond by supporting greater stability
and predictability of future revenue streams.
The division's in-house R&D
team led the development of the Evolve solution and continues to
roll out the range of language pairs available through Evolve. In
parallel, having announced end of life for the majority of our
legacy translation management products in March, we have continued
to work on the transition programme to Trados Enterprise for
clients of these products, with 17% of transitions completed so
far.
Later this month we will launch
Trados Studio 2024, the latest version of our computer-assisted
translation tool for individual users. Delivering access to
cutting-edge AI, multiple usability improvements and enhanced
accessibility features, and with Language Weaver as a standard
feature, Trados Studio 2024 continues to address the diverse,
evolving needs of users and reinforces Trados's position as the
backbone of the industry.
The upcoming release of Tridion
Docs 15.1 includes a host of new AI features, including Tridion
Docs Genius and Draft Companion, marking a major step forward for
organisations with complex content requirements.
Adjusted³ operating profit for the
division was £12.8m (HY23: £15.5m), impacted by lower OCC² revenues
and the intended transition from one off licence purchases to a
higher proportion of SaaS revenues.
IP Services
In IP Services revenues were
£53.2m (HY23: £52.9m), representing 15% of Group revenues (HY23:
14%).
Revenue grew 4% on an OCC² basis,
driven by strong growth in the Eurofile segment with many patent
filers remaining committed to the existing arrangements over the
Unitary Patent. The IP research segment
returned to growth with several new client wins and we saw growth
in patent renewals work, particularly in China. With an expanded
product offering in IP recordals and docketing, we further
demonstrated our ability to serve clients across the entire IP
lifecycle, reflecting an improved sales structure and
effectiveness.
On 16 May the Group completed its
disposal of its interest in a revenue and cost sharing arrangement,
together with some associated assets, relating to a patent
information resource business known as "PatBase" for £30m in cash.
We received £25m in May, with the remaining £5m payable at the
latest six months after completion.
The division delivered an
adjusted³ operating profit of £14.2m (HY23: £13.1m),
benefitting from top-line growth, transition to
the LXD and the impact of cost reduction actions taken in
FY23.
ESG
Environmental, social and
governance ("ESG") matters continue to be core to the way RWS
operates. Clients, partners and colleagues are keen to understand
the steps we are taking to become a more sustainable
business.
On environmental matters, the
Group formally submitted its greenhouse gas ("GHG") emissions
reduction targets to the Science Based Targets initiative ("SBTi")
for validation in December 2023. We were delighted to receive
confirmation from the SBTi in May that the targets had been
validated. We have committed to reduce absolute scope 1 and 2 GHG
emissions by 54.6% by FY33 from a FY22 base year. The Group has
also committed to reduce scope 3 GHG emissions from purchased goods
and services and colleague commuting by 61.1% per million GBP value
added within the same timeframe.
RWS continues to promote Campus, a
global programme nurturing localisation talent. By partnering with
over 600 universities worldwide, we foster strong relationships to
develop the next generation of professionals who will positively
impact our industry. One of these is the University of Manchester,
where the RWS Foundation provides funding each year via the
RWS-Brode scholarship and, during the last six months, professional
development workshops were delivered to students. The RWS
Foundation also provided funding for our project to make Trados
Studio more accessible to visually impaired and blind language
specialists, as well as financial support to match the funds raised
by colleagues across a range of local community
initiatives.
In terms of governance, RWS has
recently joined Meta's Open Loop to help bridge the gap between
rapid advances in AI innovation and policy-making. Open Loop is a
global programme involving a consortium of technology businesses,
academics and civil society representatives that connects
policymakers and technology companies to help develop effective and
evidence-based policies around AI and specifically generative AI
systems. As an extensive developer and user of AI, RWS believes
that it is critical that proposed AI regulations strike the right
balance between fostering innovation and ensuring that AI is
developed safely and securely for the benefit of customers and
broader society.
In recognition of our ESG
progress, in December 2023 we were awarded a Silver Medal by
EcoVadis for the second year running. Once again we ranked in the
top quartile of participating companies and in the top 10% of
companies in our industry category, improving our score to 66%
(FY22: 63%).
People and Board
RWS teams across the world
continue to deliver for our clients and each other every day. Over
the past six months I have been particularly pleased to see
enhanced collaboration across the Group, both in pursuit of
cross-selling and in developing, operationalising and selling our
Evolve solution. Our technology experts and our language
specialists remain critical to the success of RWS and they are
backed by our operational, sales and marketing and functional
support teams.
We have continued to address the
feedback from our 2023 colleague engagement survey, with action
plans in place across four global workstreams and at individual
divisional and functional levels to focus and drive improvements.
In support of one of the global workstreams we held a "One RWS"
event in every location in the last week of April, supplemented by
a number of virtual events for those colleagues who are fully
remote. It was an opportunity for colleagues to be recognised for
their contribution, to better connect them to strategy and one
another, to learn more about our portfolio of products and
solutions, particularly how critical AI is to our future, and to
focus on our community and culture. These events were well received
and we anticipate it becoming an annual event in our calendar.
Voluntary colleague attrition levels have fallen to 12.4% in the 12
months ended 31 March 2024, compared with 12.5% for the 12 months
ended 31 March 2023⁶.
Paul Abbott and Graham Cooke were
appointed to the Board as Non-Executive Directors on 1 January
2024. Paul sits on the Remuneration Committee and Graham on the
Audit Committee, and both are members of the Nomination Committee.
In February Lara Boro stepped down as a Non-Executive Director
after six years and I would like to thank her for her guidance and
support since I joined the Group. David Clayton succeeded Lara as
Senior Independent Director.
At 31 March 2024 the number of
full-time equivalent colleagues in the Group was 7,814 (HY23:
7,944).
On 23 May we announced my
intention to step down from the role of CEO and Director of the
company. I expect to remain with RWS until
early 2025 in order to ensure an orderly transition, once a
successor has been appointed. In the meantime, it remains my
privilege to lead our talented and diverse global team and to serve
our wonderful clients.
Current trading and outlook
The Group's first half results
reflect good progress in a number of areas and demonstrate that we
are well positioned for clients' increased appetite to harness AI
to meet their language and content needs. Our successes with
TrainAI and Evolve, which have continued into the early part of the
second half, demonstrate that our AI-enabled solutions are
resonating with clients at this pivotal moment for our
industry.
The Group returned to growth in
the second quarter and has had an encouraging start to the second
half, currently pointing to a performance in line with market
expectations for the full year⁷.
Ian El-Mokadem
Chief Executive
Officer
11
June 2024
1. Slator 2024 Language Industry
Market Report, May 2024.
2. Adjusted to reflect a
like-for-like comparison between reporting periods and assumes
constant currency across both reporting periods.
3. RWS uses adjusted results as key
performance indicators as the directors believe these provide a
more consistent measure of operating performance. The definitions
for these key performance indicators can be found in the
Appendix.
4. The adjusted effective tax rate is
the effective tax rate before exceptional items, amortisation of
acquired intangibles, tax on exceptional items and prior year
adjustments.
5. Net cash comprises cash and cash
equivalents less loans but before deducting lease
liabilities.
6. Calculated as number of leavers
during the financial year, on a rolling last twelve months basis,
divided by average headcount over the same period, noting the
constraints imposed by having multiple HR
systems.
7. The latest Group-compiled view of
analysts' expectations for FY24 gives a range of £721.4m-£756.0m
for revenue, with a consensus of £735.1m, and a range of
£110.4m-£118.4m for adjusted profit before tax, with a consensus of
£113.8m, and a range of 21.8p to 24.0p for adjusted EPS, with a
consensus of 22.8p.
RWS Holdings plc: Condensed
Consolidated Statement of Comprehensive Income
|
Note
|
6 months ended 31 March
2024
(Unaudited)
£m
|
6 months
ended 31 March 2023
(Unaudited)
£m
|
Revenue
|
2
|
350.3
|
366.3
|
Cost of sales
|
|
(190.0)
|
(198.9)
|
Gross profit
|
|
160.3
|
167.4
|
Administrative expenses
|
|
(140.5)
|
(136.8)
|
Operating profit
|
|
19.8
|
30.6
|
Analysed as:
|
|
|
|
Operating profit before
charging:
|
|
48.1
|
56.3
|
Exceptional items -
other
|
4
|
(0.8)
|
(3.5)
|
Exceptional items -
acquisition-related costs
|
4
|
(4.3)
|
(1.6)
|
Share-based payment
expenses
|
|
(1.7)
|
(1.3)
|
Amortisation of acquired
intangibles
|
|
(21.5)
|
(19.3)
|
Operating profit
|
|
19.8
|
30.6
|
Net finance costs
|
3
|
(2.5)
|
(1.9)
|
Profit before tax
|
|
17.3
|
28.7
|
Taxation
|
5
|
(6.2)
|
(7.8)
|
Profit for the period from continuing operations attributable
to the equity holders of the parent company
|
2
|
11.1
|
20.9
|
|
|
|
|
Other comprehensive (expense)/ income
|
|
|
|
(Loss) on retranslation of foreign
operations (net of deferred tax)
|
|
(23.7)
|
(67.7)
|
(Loss)/gain on cash flow hedges
(net of deferred tax)
|
|
(0.6)
|
5.9
|
Total other comprehensive (expense)
|
|
(24.3)
|
(61.8)
|
|
|
|
|
Total comprehensive (expense) attributable to owners of the
Parent
|
|
(13.2)
|
(40.9)
|
|
|
|
|
Basic earnings per ordinary share
(pence per share)
|
7
|
3.0
|
5.4
|
Diluted earnings per ordinary share
(pence per share)
|
7
|
3.0
|
5.4
|
RWS Holdings plc: Condensed Consolidated
Statement of Financial Position
|
Note
|
31 March
2024
(Unaudited)
£m
|
31 March
2023
(Unaudited)
£m
|
30
September 2023
(Audited)
£m
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Goodwill
|
|
593.8
|
653.3
|
608.6
|
Intangible assets
|
|
344.6
|
359.7
|
359.4
|
Property, plant and
equipment
|
|
25.1
|
29.7
|
27.5
|
Right-of-use assets
|
|
24.6
|
31.8
|
27.5
|
Non-current income tax
receivable
|
|
1.4
|
1.0
|
1.4
|
Deferred tax assets
|
|
1.0
|
1.1
|
1.2
|
|
|
990.5
|
1,076.6
|
1,025.60
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
227.3
|
196.3
|
212.3
|
Foreign exchange
derivatives
|
|
1.6
|
8.0
|
-
|
Income tax receivable
|
|
1.7
|
3.0
|
1.7
|
Cash and cash
equivalents
|
8
|
64.6
|
76.3
|
76.2
|
|
|
295.2
|
283.6
|
290.2
|
Total assets
|
|
1,285.7
|
1,360.2
|
1,315.80
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
160.6
|
154.3
|
149.8
|
Lease liabilities
|
|
9.0
|
9.8
|
9.9
|
Income tax payable
|
|
15.0
|
19.4
|
15.3
|
Provisions
|
|
6.8
|
2.5
|
7.6
|
Liabilities associated with assets
held for sale
|
|
|
|
|
|
|
191.4
|
186.0
|
182.6
|
Non-current liabilities
|
|
|
|
|
Loans
|
9
|
103.5
|
18.5
|
52.6
|
Lease liabilities
|
|
20.8
|
28.7
|
23.6
|
Trade and other payables
|
|
2.5
|
5.0
|
2.3
|
Provisions
|
|
5.9
|
4.3
|
9.7
|
Deferred tax liabilities
|
|
52.6
|
55.0
|
57.7
|
|
|
185.3
|
111.5
|
145.9
|
Total liabilities
|
|
376.7
|
297.5
|
328.5
|
Total net assets
|
|
909.0
|
1,062.7
|
987.30
|
Equity
|
|
|
|
|
Capital and reserves attributable to owners of the
parent
|
|
|
Share capital
|
|
3.7
|
3.9
|
3.8
|
Share premium
|
|
54.5
|
54.5
|
54.5
|
Share-based payment
reserve
|
|
7.0
|
4.8
|
5.3
|
Reverse acquisition
reserve
|
|
(8.5)
|
(8.5)
|
(8.5)
|
Merger reserve
|
|
624.4
|
624.4
|
624.4
|
Foreign currency reserve
|
|
10.0
|
28.2
|
33.7
|
Hedge reserve
|
|
(4.1)
|
0.4
|
(3.5)
|
Retained earnings
|
|
222.0
|
355.0
|
277.6
|
Total equity
|
|
909.0
|
1,062.7
|
987.30
|
RWS Holdings plc: Condensed Consolidated
Statement of Changes in Equity
|
Share
capital
£m
|
Share
premium
£m
|
Other
reserves (see below)
£m
|
Retained
earnings
£m
|
Total
attributable to owners of parent
£m
|
At
30 September 2022
|
3.9
|
54.4
|
712.3
|
371.1
|
1,141.7
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
20.9
|
20.9
|
Gain on cash flow hedges
|
-
|
-
|
5.9
|
-
|
5.9
|
Loss on retranslation of foreign
operations
|
-
|
-
|
(67.7)
|
-
|
(67.7)
|
Total comprehensive income for the
period ended 31 March 2023
|
-
|
-
|
(61.8)
|
20.9
|
(40.9)
|
Issue of shares (net of issue
costs)
|
-
|
0.1
|
-
|
-
|
0.1
|
Dividends
|
-
|
-
|
-
|
(37.0)
|
(37.0)
|
Cash-settled share-based
payments
|
-
|
-
|
(2.5)
|
-
|
(2.5)
|
Share-based payments
expense
|
-
|
-
|
1.3
|
-
|
1.3
|
At
31 March 2023 (unaudited)
|
3.9
|
54.5
|
649.3
|
355.0
|
1,062.7
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2023
|
3.8
|
54.5
|
651.4
|
277.6
|
987.3
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
11.1
|
11.1
|
(Loss) on cash flow
hedges
|
-
|
-
|
(0.6)
|
-
|
(0.6)
|
Loss on retranslation of foreign
operations
|
-
|
-
|
(23.7)
|
-
|
(23.7)
|
Total comprehensive (expense)/
income for the period ended 31 March 2024
|
-
|
-
|
(24.3)
|
11.1
|
(13.2)
|
Issue of shares (net of issue
costs)
|
-
|
-
|
-
|
-
|
-
|
Purchase of own shares
|
(0.1)
|
-
|
-
|
(30.3)
|
(30.4)
|
Dividends
|
-
|
-
|
-
|
(36.4)
|
(36.4)
|
Share-based payments
expense
|
-
|
-
|
1.7
|
-
|
1.7
|
At
31 March 2024 (unaudited)
|
3.7
|
54.5
|
628.8
|
222.0
|
909.0
|
RWS Holdings plc: Condensed Consolidated
Statement of Changes in Equity
Other reserves
|
Share-based payment reserve £m
|
Reverse
acquisition reserve £m
|
Merger reserve £m
|
Hedge
reserve
£m
|
Foreign
currency reserve £m
|
Total
other reserves £m
|
At
30 September 2022
|
6.0
|
(8.5)
|
624.4
|
(5.5)
|
95.9
|
712.3
|
|
|
|
|
|
|
|
Other comprehensive income/
(expense) for the period ended 31 March 2023
|
-
|
-
|
-
|
5.9
|
(67.7)
|
(61.8)
|
Cash-settled share-based
payments
|
(2.5)
|
-
|
-
|
-
|
-
|
(2.5)
|
Share-based payments
expense
|
1.3
|
-
|
-
|
-
|
-
|
1.3
|
At
31 March 2023 (unaudited)
|
4.8
|
(8.5)
|
624.4
|
0.4
|
28.2
|
649.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2023
|
5.3
|
(8.5)
|
624.4
|
(3.5)
|
33.7
|
651.4
|
|
|
|
|
|
|
|
Other comprehensive (expense) for
the period ended 31 March 2024
|
-
|
-
|
-
|
(0.6)
|
(23.7)
|
(24.3)
|
Share-based payments
expense
|
1.7
|
-
|
-
|
-
|
-
|
1.7
|
At
31 March 2024 (unaudited)
|
7.0
|
(8.5)
|
624.4
|
(4.1)
|
10.0
|
628.8
|
RWS Holdings plc: Condensed Consolidated
Statement of Cash Flows
|
Note
|
6 months ended 31 March
2024
(Unaudited)
£m
|
6 months
ended 31 March 2023
(Unaudited)
£m
|
Cash flows from operating activities
|
|
|
|
Profit before tax
|
|
17.3
|
28.7
|
Adjustments for:
|
|
|
|
Depreciation of property, plant and
equipment
|
|
4.5
|
4.6
|
Amortisation of right-of-use
asset
|
|
3.5
|
4.7
|
Amortisation of intangible
assets
|
|
29.6
|
27.7
|
Amortisation of debt issue
costs
|
|
0.4
|
|
Share-based payment
expense
|
|
1.7
|
1.3
|
Finance income
|
|
(1.0)
|
(0.4)
|
Finance expense
|
|
3.5
|
2.3
|
Unrealised foreign exchange
gain
|
|
-
|
(0.1)
|
Fair value movement on
derivatives
|
|
(1.5)
|
(5.4)
|
Operating cash flow before movements in working
capital
|
|
58.0
|
63.4
|
(Increase)/decrease in trade and
other receivables
|
|
(19.7)
|
14.2
|
Increase/(decrease) in trade and
other payables
|
|
9.7
|
(6.2)
|
Cash generated from operating activities
|
|
48.0
|
71.4
|
Income tax paid
|
|
(10.6)
|
(11.2)
|
Net cash inflow from operating activities
|
|
37.4
|
60.2
|
Cash flows from investing activities
|
|
|
|
Acquisition of subsidiary, net of
cash acquired
|
|
(0.5)
|
(4.2)
|
Purchases of property, plant and
equipment
|
|
(2.4)
|
(2.1)
|
Purchases of intangible
assets
|
|
(21.6)
|
(20.5)
|
Net cash outflow from investing activities
|
|
(24.5)
|
(26.8)
|
Cash flows from financing activities
|
|
|
|
Proceeds of borrowing
|
|
50.9
|
-
|
Repayment of borrowings
|
|
-
|
(8.3)
|
Net interest paid
|
|
(2.5)
|
(1.7)
|
Lease liability payments
|
|
(5.0)
|
(6.0)
|
Proceeds from the issue of share
capital, net of share issue costs
|
|
-
|
0.1
|
Purchase of own shares
|
|
(30.4)
|
-
|
Dividends paid
|
6
|
(36.4)
|
(37.0)
|
Net cash outflow from financing activities
|
|
(23.4)
|
(52.9)
|
Net decrease in cash and cash equivalents
|
|
(10.5)
|
(19.5)
|
|
|
|
|
Cash and cash equivalents at
beginning of the period
|
|
76.2
|
101.2
|
Exchange (losses) on cash and cash
equivalents
|
|
(1.1)
|
(5.4)
|
Cash and cash equivalents at end of the
period
|
8
|
64.6
|
76.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results for the 6 months ended 31 March 2023
(Unaudited)
|
|
Language Services
£m
|
Regulated Industries
£m
|
L&CT
£m
|
IP
Services
£m
|
Unallocated
£m
|
Group
£m
|
|
|
|
|
|
|
|
|
Revenue
|
|
160.9
|
84.9
|
67.6
|
52.9
|
-
|
366.3
|
|
|
|
|
|
|
|
|
Operating profit/(loss) before
charging:
|
|
13.0
|
11.7
|
15.5
|
13.1
|
3.0
|
56.3
|
Amortisation of acquired
intangibles
|
|
(7.3)
|
(6.3)
|
(5.7)
|
-
|
-
|
(19.3)
|
Exceptional items -
acquisition-related costs
|
|
-
|
-
|
-
|
-
|
(1.6)
|
(1.6)
|
Share-based payments
expenses
|
|
-
|
-
|
-
|
-
|
(1.3)
|
(1.3)
|
Exceptional items -
other
|
|
-
|
-
|
-
|
-
|
(3.5)
|
(3.5)
|
Operating profit/(loss)
|
|
5.7
|
5.4
|
9.8
|
13.1
|
(3.4)
|
30.6
|
|
|
|
|
|
|
|
|
Finance expense
|
|
|
|
|
|
|
(1.9)
|
Profit before taxation
|
|
|
|
|
|
|
28.7
|
Taxation
|
|
|
|
|
|
|
(7.8)
|
Profit for the period
|
|
|
|
|
|
|
20.9
|
|
|
|
|
|
|
|
| |
Capitalised contract costs, contract asset and contract
liabilities
The Group holds material asset
balances in respect of contract costs capitalised as they meet the
criteria under IFRS 15 as incremental costs to obtain a contract.
These primarily relate to the commissions paid on the acquisition
of new contracts, the value of these balances at the balance sheet
date was £1.5m (HY23: £2.0m).
Contract assets and liabilities
are recognised at the point in which the Group's right to
consideration is unconditional. The Group uses the term 'Trade
Receivables' for these financial asset balances. Contract assets
are recognised where performance obligations are satisfied over
time until the point of final invoicing when these are classified
as 'Trade Receivables'. The Group recognises revenue for partially
satisfied performance obligations as 'Accrued Income', below is a
summary of contract balances held by the Group:
|
31 March
2024
(Unaudited)
£m
|
31 March
2023
(Unaudited)
£m
|
|
|
|
Trade receivables (included in
trade and other receivables)
|
138.2
|
126.4
|
Accrued income (included in trade
and other receivables)
|
52.9
|
46.4
|
Total contract assets
|
191.1
|
172.8
|
|
|
|
Deferred income (included in trade
and other payables)
|
51.8
|
51.6
|
Total contract liabilities
|
51.8
|
51.6
|
3 Net
finance expense
|
6 months
ended 31
March 2024
(Unaudited)
£m
|
6 months
ended 31 March 2023
(Unaudited)
£m
|
|
|
|
Net finance expense
|
|
|
|
|
|
- Net bank interest
payable
|
1.5
|
1.0
|
- Interest payable on lease
obligations
|
0.6
|
0.7
|
- Amortised borrowing
costs
|
0.4
|
0.2
|
Net finance expense
|
2.5
|
1.9
|
4
Exceptional items
Exceptional items are items of
financial significance which the Group believes should be
separately identified on the face of the income statement to assist
in understanding the underlying financial performance achieved by
the Group.
|
6 months
ended 31 March
2024
(Unaudited)
£m
|
6
months
ended 31
March 2023
(Unaudited)
£m
|
|
|
|
Acquisition-related
costs
|
4.3
|
1.6
|
Other exceptional items
|
0.8
|
3.5
|
Total exceptional items
|
5.1
|
5.1
|
Other exceptional items
A description of the principal
items included is provided below:
Severance costs - £0.4m was
incurred in respect of severance and termination payments related
to the businesses defined integration plan for the OneRWS
initiative.
Finance costs - £0.1m was incurred
related to amortisation expense associated with a gain on debt
modification recognised in previous accounting periods.
Restructuring costs - £0.2m was
incurred for the disposal of its interest in a revenue and cost
sharing arrangement, together with some associated assets, relating
to PatBase.
Other - £0.1m was incurred for the
insertion of a new holding company, a wholly owned subsidiary of
RWS Holdings plc.
All the costs noted above were
incurred and paid during the period.
In HY23, other exceptional costs
included costs of £3.5m related to restructuring, integration and
transformation costs incurred.
Acquisition-related costs
Acquisition-related
costs of £4.3m (HY23: £1.6m) include £1.1m of
contingent consideration associated with the acquisition of
Liones Holding BV ("Fonto") being recognised in accordance with IFRS 3, £2.9m of
contingent consideration associated with the acquisition of
Propylon being recognised in accordance with IFRS 3, £0.2m of
contingent consideration associated with the acquisition of ST
Comms Language Specialists Proprietary Limited being
recognised in accordance with IFRS 3, and £0.1m in respect of
on-going strategic projects. These have been accounted for as
exceptional items in line with the Group's accounting policy and
treatment of similar costs during the year ended 30 September
2023.
In the prior period,
acquisition-related costs of £1.6m related primarily to
£1.1m of contingent consideration associated with
the acquisition of Fonto
being recognised in accordance with IFRS 3, £0.2m
related to settlement of final obligations in respect of the Iconic
acquisition and £0.4m in respect of on-going strategic
projects, transaction fees associated with
the acquisition of Fonto.
5
Taxation
|
6 months
ended 31 March
2024
(Unaudited)
£m
|
6
months
ended 31
March 2023
(Unaudited)
£m
|
|
|
|
Total current taxation
|
10.3
|
9.1
|
Deferred taxation
|
(4.1)
|
(1.3)
|
Tax expense
|
6.2
|
7.8
|
Effective tax rate
The effective tax rate on reported
profit before tax was 35.8% (HY23: 27.2%). The Group's effective
tax rate for the period is higher than the UK's statutory tax rate
mainly due to non-tax deductibility of acquisition related
exceptional costs.
The adjusted tax charge was £11.4m
(HY23: £13.3m) giving an adjusted effective tax rate of 25.1%
(HY23: 24.4%) on adjusted profit before tax of £45.6m (HY23:
£54.4m) Adjusted profit before tax is an adjusted measure which, is
reconciled as part of the Alternative Performance Measures section
at the end of this report.
The adjusted tax charge is the
total tax charge as disclosed in the Condensed Consolidated Income
Statement less the tax effects of exceptional items and
amortisation of acquired intangibles. The effective income tax rate
represents the best estimate of the average annual effective income
tax rate expected for the full year, applied to the profit before
income tax for the six months ended 31 March 2024 adjusted for
discrete items as required.
The Group's adjusted effective tax
rate going forward is expected to be in the region of 25%, similar
to the effective UK rate. There are some countries in which
the tax rate is lower than the UK, but the impact is largely offset
by the tax rates in countries that are higher than the
UK.
Uncertain tax provisions
The Group holds uncertain tax
provisions in relation to historic transfer pricing arrangements
between the UK, Ireland, the US as well as other tax risks across
the Group. These provisions total £6.8m at 31 March 2024 (HY23:
£6.2m).
6
Dividends
An interim dividend of 2.45p
(HY23: 2.40p) per ordinary share will be paid on 19 July 2024 to
shareholders on the register at 21 June 2024. The ex-dividend date
is 20 June 2023.
This dividend, declared by the
Directors after the balance sheet date, has not been recognised in
these financial statements as a liability at 31 March 2024. The
interim dividend will reduce shareholders' funds by an estimated
£9.0m (HY23: £9.3m).
Dividends paid in the period were
£36.4m (HY23: £37.0m).
7
Earnings per share
Basic earnings per share is
calculated by dividing the profit attributable to equity holders by
the weighted average number of ordinary shares in issue during the
period.
Diluted earnings per share is
calculated by adjusting the basic earnings per share for the
effects of share options and awards granted to employees. These are
included in the calculation when their effects are
dilutive.
Adjusted earnings per share is a
trend measure, which presents the long-term profitability of the
Group excluding the impact of specific transactions that management
considers affects the Group's short-term profitability. The Group
presents this measure to assist investors in their understanding of
trends. Adjusted profit after tax is the numerator used for this
measure. The Group has identified the following items to be
excluded when arriving at adjusted profit after tax: exceptional
items, share-based payment expenses and amortisation of acquired
intangibles.
|
6 months ended 31 March
2024
|
6 months
ended 31 March 2023
|
|
|
|
Earnings per ordinary share - basic
(p)
|
3.0
|
5.4
|
Earnings per ordinary share -
diluted (p)
|
3.0
|
5.4
|
Adjusted earnings per ordinary
share - basic (p)
|
9.1
|
10.6
|
Adjusted earnings per ordinary
share - diluted (p)
|
9.1
|
10.6
|
|
6 months ended 31 March
2024
Earnings
£m
|
6 months
ended 31 March 2023
Earnings
£m
|
|
|
|
Profit for the period
|
11.1
|
20.9
|
|
|
|
Adjustments:
|
|
|
Amortisation of acquired
intangibles
|
21.5
|
19.3
|
Share-based payment
expenses
|
1.7
|
1.3
|
Exceptional items
|
5.1
|
5.1
|
Tax effect of
adjustments
|
(5.5)
|
(5.6)
|
Tax adjustment in respect of prior
years
|
0.2
|
0.1
|
Adjusted profit attributable to equity holders of the
parent
|
34.1
|
41.1
|
|
6 months
ended 31
March 2024
|
6 months
ended 31 March 2023
|
|
|
|
Weighted average number of ordinary
shares in issue for basic earnings
|
374,012,554
|
389,438,555
|
Dilutive impact of share
options
|
-
|
30,688
|
Weighted average number of ordinary shares for diluted
earnings
|
374,012,554
|
389,469,243
|
8 Cash
and cash equivalents
|
31 March
2024
(Unaudited)
£m
|
31
March
2023
(Unaudited)
£m
|
30
September 2023
(Audited)
£m
|
|
|
|
|
Cash at bank and in hand
|
52.2
|
68.2
|
68.5
|
Short-term deposits
|
12.4
|
8.1
|
7.7
|
Cash and cash equivalents in the cash flow
statement
|
64.6
|
76.3
|
76.2
|
Short-term deposits include
deposits with a maturity of three months or less, or deposits that
can be readily converted into cash. The fair value of these assets
supports their carrying value.
9
Loans
|
1
October 2023
£m
|
Effects
of cash flows
£m
|
Non-cash
movements
£m
|
31 March
2024
(Unaudited)
£m
|
|
|
|
|
|
Cash & cash
equivalents
|
76.2
|
(10.5)
|
(1.1)
|
64.6
|
Issue costs
|
2.1
|
-
|
(0.4)
|
1.7
|
Loans (current and
non-current)
|
(54.7)
|
(52.8)
|
2.3
|
(105.2)
|
Net debt (excluding lease liabilities)
|
23.6
|
(63.3)
|
0.8
|
(38.9)
|
Lease liabilities
|
(33.5)
|
5.0
|
(1.3)
|
(29.8)
|
Net debt (including lease liabilities)
|
(9.9)
|
(58.3)
|
(0.5)
|
(68.7)
|
At 31 March 2024, the Group is in a
net debt position, excluding lease liabilities, of £38.9m and the
Group's two debt covenants under its RCF being the net leverage
ratio and interest coverage ratio are both are well within the
covenant limits permitted by the Group's RCF.
10
Share-based compensation
grants
On 24 January 2024, 4,013,2281 Long
Term Incentive Plan ("LTIP") shares were awarded to certain key
senior executives and employees of the Group.
The LTIPs comprise conditional
awards of shares, with performance conditions measured in 2026 by
reference to performance in the period to 30 September 2026, based
on earnings per share ('EPS'), total shareholder return ('TSR') and
cash conversion targets.
On 24 January 2024, a restricted
share award (RSA) of 1,228,833 LTIP shares were awarded to certain
key senior executives and employees of the Group.
This RSA comprised conditional
awards of shares, with performance conditions measured in 2025 by
reference to performance in the period to 30 September 2024, based
on personal performance targets.
On 16 January 2024, 499,627 share
options were granted under the Group's SAYE scheme, which in normal
circumstances will not be exercisable until the completion of a
three-year savings period ending on 1 April 2027 and will be
exercisable for a period of six months thereafter.