2024
ANNUAL REPORT
3P Learning Limited
ABN 50 103 827 836
Index
01
About
Organisational overview
04
3P Learning’s reach
05
Product overview
06
Performance
08
Chairman’s letter to shareholders
09
Strategic priorities
11
From the CEO
12
Business model
16
People and corporate
social responsibility
17
Our values and purpose
20
Governance
21
Risk and opportunity
28
02
Directors’ Report
Directors’ report
32
Remuneration report
39
03
Financial Statements
Consolidated statement of
profit or loss and other
comprehensive income
59
Consolidated statements
of financial position
60
Consolidated statement
of changes in equity
61
Consolidated statement of
cash flows
62
Notes to the consolidated
financial statements
63
Directors’ declaration
114
Independent auditor’s report
115
Shareholder information
120
Corporate directory
122
4
Organisational Overview
2005
2008
2021
2014
2024
2022
2013
2023
was our first
product created
was launched by
Blake eLearning
Pty Ltd
USA distribution
rights were
bought back
was listed
on the ASX
3P Learning Ltd
acquired Brightpath
Assessment in
September 2022
was released online
by Blake eLearning
Pty Ltd
acquired Blake
eLearning
Pty Ltd in May 2021
Writing Legends
launched
3P Learning Limited (3P Learning) is a global market leader in EdTech programs for reading, writing, mathematics and
assessment that are engaging, motivational and effective for students, as well as easy to use for parents and teachers.
We have designed and developed award-winning educational resources, including Mathletics, Reading Eggs, Mathseeds,
Brightpath Progress and Writing Legends. Our programs combine solid educational underpinnings with cutting-edge
technology and engaging content to make learning enjoyable and effective. Through fostering a love for learning, we strive
to empower educators and inspire students to become confident, independent and lifelong learners.
4
5
5M+
students
217M+
lessons
completed
170+
Countries
18k+
schools
390+
employees
3P Learning’s Reach
Our world-leading programs harness the best elements of online learning, supporting educators and parents and
motivating children to succeed in the three essential areas of reading, writing and maths. With interactive and engaging
activities that match each student’s individual ability, our programs are designed to reward and motivate children to keep
learning and improving.
In financial year 2024, Mathseeds
and Mathletics met the rigorous
Level II and Reading Eggs met
Level III evidence certification
under the Every Student Succeeds
Act (ESSA) in the United States.
This milestone shows the
effectiveness of our programs
for educators seeking reliable,
research-backed educational tools.
Under ESSA, educational programs
are evaluated to ensure they meet
high standards of evidence and
effectiveness.
In a significant achievement,
Mathletics has been awarded
the prestigious ISTE Seal of
Alignment. This recognition from
the International Society for
Technology in Education serves as
a hallmark of high-quality product
design in educational solutions.
The rigorous evaluation process,
conducted by trained ISTE
reviewers, assessed Mathletics
against stringent criteria including
user experience, product usability
and alignment with ISTE Standards.
This seal verifies that Mathletics
excels in promoting critical
technology skills, supporting
appropriate technology use,
and incorporating sound digital
pedagogy. The award further
solidifies Mathletics’ position as a
leading educational technology
solution in the market.
Recently, Mathseeds was named
as a finalist in the Maths Solutions
category of the prestigious
EdTech Awards 2024. The EdTech
Awards is the world’s largest
recognition program for education
technology and celebrates the
most exceptional products, leaders
and trendsetters transforming
the education landscape. With
a rigorous judging process
evaluating criteria like pedagogical
workability, efficacy, support, value
and potential impact, the EdTech
Awards sets a high bar for finalist
selection.
ESSA
certification
ISTE Seal of
Alignment
2024 EdTech
Awards Finalist
6
Product Overview
Writing and maths assessment
that makes progress visible
Learning to read made
fun and rewarding for
young children
Where children learn
to write with confidence
and success
Teaching children
foundational maths and
problem-solving skills
Improving student engagement
and achievement in
mathematics
Ages 6–16
Ages 2–13
Ages 6–12
Ages 3–9
Ages 5–16
6
7
Top 3 Releases in FY24
The brand-new Student Centre
took student engagement and
motivation to incredible new
heights. The new certificate system
was also launched, celebrating
students’ hard work and
encouraging them to reach new
Achievement Levels. New Courses
(Fractions for Years 3–6) was also
released in Australia, an entirely
new learning journey specifically
designed for the Australian
Curriculum v9.0.
Brewing for almost two years,
Writing Legends was introduced
to APAC schools in August 2023
and in EMEA later in the year. The
program helps students in Years
1–6 build the skills, confidence and
motivation they need to become
strong writers. The release of
Writing Legends completes our
‘3 Essentials’ product suite,
covering the academic skills of
reading, writing and maths.
FY24 was the year we focused
on building our assessment
pillar internationally, launching
Brightpath Writing in EMEA and
getting ready for the upcoming
rollout of trials for Brightpath
Writing and Maths in AMER.
Meanwhile, reading assessment
is brewing in the background,
set to complete the final piece
of our product suites.
Mathletics
Writing Legends
Brightpath Progress
What’s coming in FY25
After achieving significant milestones in product development and releases in FY24, we are now poised to introduce
our most comprehensive offering to the market in FY25.
3 Essentials is a complete package designed to equip schools with an integrated solution for reading, writing and
maths. This unmatched, value-driven solution is a pivotal part of our long-term strategy, aiming to support educators and
students in mastering these three crucial subject areas, which underpin all academic achievement for students.
With the launch of 3 Essentials, we are committed to driving exceptional growth and fulfilling our motto:
Better Ways to Learn.
Achieved in FY24
What’s coming FY25
Read Aloud Fluency feature,
USA district interface upgrade,
USA district reporting to standards
USA district student-level reporting,
3 Essentials cross-program SSO and reporting,
WACG accessibility compliance,
Map 13 new lessons 121-130, update
Reading Eggspress lessons.
Global: Student Centre, certificate
system, avatar and store, teacher Assign
& Review and admin reporting, live chat
widget in teacher dashboard
APAC: New Courses Units:
Fractions, Decimals and Percentages
Years 3–6 and results reporting
3 Essentials cross-program SSO, rostering
and cross-program reporting.
APAC: New Courses Units: Number and
Algebra Years 3–6, Replace Learnosity
with internal content authoring tool
Years 3–6 Global: Teacher dashboard
and reporting updates, Live Mathletics
and Activity courses rebuild
APAC & EMEA: release of completely
rebuilt Writing Legends student
and teacher site, 650 Exciting
Writing Ideas, Maps 1 to 10
3 Essentials cross-program SSO, rostering
and cross-program reporting
APAC & EMEA: Lessons for Years 3–5 continue,
Long Writes feature for essay writing
EMEA: Writing assessment
Build reading assessment
APAC & EMEA release: Year 4
3 Essentials cross-program SSO, rostering
and cross-program reporting.
Slow-release APAC: Year 5
8
Performance
FY24 Performance
Statutory EPS (cents)
FY22
(0.19)
FY21
(6.15)
FY20
0.37
FY24
(20.77)
FY23
2.30
Share price
FY22
1.24
FY21
1.31
FY20
0.86
FY24
1.00
FY23
1.10
Restricted
Cash
$4.1m
Total Cash(iii)
$6.1m
UNDERLYING EBITDA
$12.0m
-25%
REVENUE (ii)
$110.0m
+2%
B2C BILLINGS
$43.3m
+6%
B2B ARR
$62.1m
-5%
vs pcp(i)
vs pcp(i)
(i). pcp - prior comparison period which is FY23.
(ii). Revenue consists of revenue and other income.
vs pcp(i)
vs pcp(i)
Market capitalisation
No. of shares
on issue
Market Cap
139.4m
$119.8m
276.4m
$362.0m
276.4m
$342.7m
276.4m
$304.0m
272.9m
$272.9m
FY20
FY21
FY22
FY23
FY24
Cash
$2.0m
8
(iii). Net cash at 30 June 2024 is $5.1m and is calculated as;
$2.0m cash plus $4.1m restricted cash less $1.0m external borrowings.
9
Chairman’s Letter
to Shareholders
Reviewing the 2023-24 financial year overall, I am pleased to report that we delivered
some significant product releases that will position us well for future growth, while at the
same time we maintained tight control over costs. However, sales growth in the schools market
was hard to achieve, especially in North America, so we have delivered $110m in sales and $12m in Underlying EBITDA.
These results are just under the lower end of our previous guidance of $112m to $115m for Revenue and $13m to $15m
for Underlying EBITDA.
Over the last three years we have invested a considerable amount in new products like Writing Legends and Brightpath
Progress. We have also invested in significant improvements in Mathletics and Reading Eggs.
The 2023-24 year saw major releases for Writing Legends and New Mathletics. However, these releases covered only
parts of the curriculum and many schools wanted to see full curriculum coverage before making buying commitments.
Most of the remaining curriculum releases for these programs will happen in the 2024-25 FY which will put us in a much
better position to convince decision-makers to adopt our programs.
We also decided that, with a bigger range of programs to sell to each school, we needed to rethink our sales model and
team structure.
The strategy that we have been working towards has been to have the best programs to help students learn the essential
academic skills of reading, maths and writing for students aged 4–12 years old. Previously our sales teams focused on
individual program sales to schools, but now we need to focus on selling them the complete package of programs.
To do this we need to make using our programs as a suite as easy as possible, with single sign-on, navigation and
integrated reporting. We also need to move away from focusing on ARPU (Average Revenue Per User) and instead target
the total sales that we are getting from each school. What matters is not whether we have increased Mathletics ARPU
from $16 to $18, but whether the school has increased their total spend with us from $4,000 to $6,000 for all programs.
In July 2024, we launched the 3 Essentials suite of programs to Australian and New Zealand schools with plans to roll out
similar suites of programs in the United Kingdom and North America over the next 12 months. We have also restructured
our APAC sales team to greatly increase the number of frontline sales positions who are responsible for both renewal
and new business. These were previously separate teams, but the reality is the biggest new business opportunities are
selling existing customers a bigger suite of programs.
We believe that the 3 Essentials strategy gives us the best chance of achieving significant growth in the schools market
in the years to come. Our sales to schools in the last few years have hardly grown; this is not an acceptable outcome
considering the significant product investment we have made in this area. We expect these changes to show good
growth in the rate of Annual Recurring Revenue in the second half of the 2024-25 year and then in the actual recognised
revenue in the 2025-26 FY.
We have achieved modest growth in the direct to parents (B2C) part of the business in the 2023-24 FY, as well as a good
increase in the gross margins due to very tight cost control.
This is a good result in the face of very tight consumer spending as parents were buffeted by high mortgage, rent and
utilities costs. We see further modest growth in the 24-25 financial year in this market, which could be boosted further in
the second half by some joint marketing efforts with partners selling related services such as tutoring.
With the implementation of the 3 Essentials product suite and new sales model, we have decided not to release guidance
for the 2024-25 financial year.
We believe this approach is the best way to achieve significant growth in the schools market, but until we fully test it in
the APAC market over the next 12 months, we won’t know what level of growth is likely. And even if this new suite is well
received by schools, only a few months of extra revenue will be recognised in the 2024-25 financial year (from February
2025 onwards).
10
10
The 2024-25 financial year is a pivotal one for the 3PL business. We need to demonstrate that the considerable
investment in new and improved programs has been justified by a significant increase in sales. Otherwise, we need to
invest less and push for a greater level of profitability.
It is also the first full year where we will be directly selling the Reading Eggs program into the US market, after buying
the rights back from our distributor at the start of the 2024 calendar year. Again, we need to demonstrate that the
investment we have made in the US can pay off by increasing sales beyond what the distributor was achieving, and in a
cost-effective way.
As a significant shareholder I want to see the 3PL business move from an investment stage to a growth stage and
I’m impatient to make this happen. The key to this is growing the schools business by making our programs the go-to
solutions for all the key academic skills for primary school students. The 3PL team is very focused on delivering on this
strategy over the next 24 months.
Yours sincerely
Matthew Sandblom
Executive Chairman
Chairman’s Letter to Shareholders
11
3P Learning is dedicated to long-term growth globally. In addition to offering our full suite of award-winning reading,
writing, mathematics and assessment programs, we’ve identified the following key opportunities for growth in FY25,
including our complete solution sell – 3 Essentials.
3 Essentials will finally offer schools all the essential learning programs they need to drive success across the three
core academic areas of reading, writing and maths. After 20 years of development, this integrated offering, namely
Reading Eggs, Mathletics and Writing Legends, means no more separate logins and the ability for schools to manage
class information and simple reports from one place.
Revenue growth through
3 Essentials
Prioritise selling complete online
solutions for reading, writing and
maths to schools.
Enhance product, marketing and
sales strategies to emphasise the
overall value proposition.
Introduce new features such as
single sign-on and consolidated
reporting across programs and
overall navigation to delight
users faster.
USA market expansion
Concentrate marketing spend in
targeted states and gain traction in
OK, PA, GA and IN.
Focus on critical product
improvements for the market,
including districts dashboards and
reporting.
Evaluate profitability models to
analyse acquisition and retention
costs for sustainable growth based
on each child’s age.
Customer retention –
improved profitability
and efficiency
Review and simplify business
processes to enhance profitability
and efficiency across all regions.
Restructure sales and marketing
teams to own the customer
journey, focusing on upselling and
customer satisfaction.
Simplify pricing models and
administration tasks to streamline
operations and reduce churn.
B2B key drivers for growth
B2C key drivers for growth
Improve user experience –
first touch points
Enhance critical touch points
such as free trial registration and
initial program usage.
Showcase gamification
elements early on to boost user
engagement from the start.
Refresh the user experience of
most-used lessons, placement
tests and overall navigation to
delight users faster.
Improve parent dashboard
and reporting
Redesign parent dashboard
and reports with a mobile-
first approach, with clear
visual representations of child
progression.
Provide detailed insights
into specific skills learned,
strengths, weaknesses and
next steps for parents.
Tailor the dashboard for first-time
users, emphasising starting points
based on each child’s age.
Grow revenue in the
homeschool market by
focusing on ESA funding
Research and pursue ESA funding
opportunities, becoming an
approved vendor for funding
redemption in the USA.
Offer teacher features to
homeschoolers through a
premium subscription option.
Explore partnerships with
homeschool associations, online
schools and tutoring services to
expand market reach.
12
12
From the CEO
As we outlined in last year’s Annual Report, our key priorities in FY24 focused on
transitioning from B2B product build to go-to-market stage, starting with APAC and EMEA, and
strengthening our strategic position in AMER through the reacquisition of the Reading Eggs US schools distribution rights
from Edmentum. We also aimed for progressively higher returns from FY25 and beyond, given that our investment in
product development has now peaked.
Although we achieved our B2B product and US strategy objectives, our revenue for FY24 was $110m, 2% higher than last
year’s $107.4m, but lower than our revenue guidance range of $112m to $115m. This translated into an Underlying EBITDA
result of $12m, which was also below our guidance range of $13m to $15m.
We reviewed expenditure in the second half of the year, prioritising higher-growth initiatives and reducing costs in low
priority areas, to achieve annualised savings of $5m from March 2024, with full effect in FY25. This will help us keep our
overall FY25 cost base at similar levels to FY24 and improve profitability.
Underlying cashflow from operations before tax was $11m, closely aligned to Underlying EBITDA. We finished the year
with $5.1m Net Cash, but that included $20.5m paid to Edmentum in April 2024, and $4.5m invested in our previously
announced 3PL Share Buyback program.
Product Development
and B2B Sales
On the product front, we launched new B2B programs
Writing Legends and Brightpath Maths, and continued
releasing significant improvements to Reading Eggs,
Mathletics and Mathseeds, including the APAC and
EMEA release of Mathseeds Prime for school Year 4.
Initial market response to the progressive product
release was positive, which augurs well for future sales
growth, but we still need to complete the product roll-
out during FY25 to fully realise this potential.
New sales and retention efforts in B2B, however, were
only enough to cover churn this year. As a result, B2B
revenue was $66.9m, $0.2m higher than last year.
As Matthew mentioned in the Chairman’s
Letter section, the low growth in B2B
revenue over the past three years,
and having a bigger range of
products to sell, has prompted us
to review our product, sales and
marketing model for B2B and
launch 3 Essentials in APAC in
July 2024.
13
– Opportunity
3 Essentials will present our reading, writing and maths programs on a unified landing page, with single sign-on,
simplified rostering system, and usage and progress reports across all programs.
This integrated B2B solution is our best value offering to date, giving us the opportunity to cement our leading market
position in APAC, and to increase our chances of success in other markets.
In Australia for example, 70% of primary schools have a paid subscription to at least one 3PL program, but that only
covers 46% of students in K–6. This large, installed customer base will be our focus to expand our presence in existing
schools with 3 Essentials and win new customers.
Data Source: Australian Curriculum Assessment and Reporting Authority
1. Total number of primary and combined schools in 2023.
2. Total number of primary school students in 2023.
Total Addressable
Schools in Australia1
Total Addressable
Schools in Australia2
7,659
2,263
2,260K
46% of Students,
1,051K
New Schools
(287K students)
Expansion in
existing schools
(925K students)
70% of
Schools,
5,396
Existing 3P
Schools
Existing Students
using 3P product
Expansion
opportunity
New School
opportunity
From the CEO
Students
Schools
14
14
Similarly, of those subscribed schools, 46% already have two or three of our programs. That leaves 54% of customers with
only one program (either reading or maths), which presents clear cross-sell opportunities.
From the CEO
We have started marketing 3 Essentials to APAC schools in July 2024, and will extend it to EMEA from November 2024.
Main program features will be delivered by February 2025, in time for back-to-school in APAC and EMEA’s selling season.
US Strategy
We completed the agreement to reacquire the US schools distribution rights from Edmentum in December 2023, with
operational handover in early February 2024. This was an investment of $20.5m, funded by internal cash reserves, and
enabling us to distribute our programs directly to all major markets.
The transition went well, and we are now servicing Reading Eggs customers from about 4,300 schools in the US directly.
Our challenge for FY25 and beyond is to continue building on that momentum to increase sales with Reading Eggs
customers in the US and Canada, and manage distribution costs to achieve a good return on this strategic investment.
B2C
B2C delivered billings of $43.3m this year, and revenue of $43.1m, both 6% higher than last year, which was a good result
given the tougher economic environment for parents and families subscribing to our programs.
Highlights for B2C included:
• Billings up across all platforms and geographies.
• Record $4m billings month in November.
• Net billings contribution margin was 52%, up from 51% last year.
• Google Play Store and App Store were up 17% and 9% respectively on last year.
• Average revenue per subscriber was up 11% on last year.
$10,000
$9,000
$8,000
$7,000
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
$0
Avg $ / School
Mathletics
Reading
Eggs
Mathletics &
Mathseeds
Mathletics &
Reading Eggs
Mathseeds &
Reading Eggs
Maths &
Reading
3 Products
Average of
all products
1 Product
2 Products
3 Products
Average
1 Product
>50% schools
2 Products
~45% schools
3 Products
1% of schools
15
Key Priorities for FY25 and Beyond
For B2B, our priorities are to deliver billings growth in FY25 from selling the 3 Essentials package in APAC and EMEA
initially, while for AMER we will focus on growing our existing Reading Eggs user base in the US and Canada and cross-
selling Mathletics and Mathseeds until we have the market-ready 3 Essentials package. We will also review and simplify
our sales team structure, business process, pricing and administration tasks to streamline operations and reduce churn.
For B2C, we expect similar market dynamics to those we experienced in FY24. Nevertheless, we will focus on growing
the homeschooler market in the US, exploring partnerships with relevant associations, online schools and tutoring
services, and then extend that to other key markets where possible.
For the past three years, our team has been steadily putting together a comprehensive solution of online learning and
assessment programs catering for the essential academic skills of reading, writing and maths, for the major B2B and
B2C English-speaking markets.
This required considerable investment, hard work and commitment, but it’s enabled us to offer the compelling
3 Essentials package to complement our award-winning programs.
We look forward to expanding our presence and impact in markets, so that we can continue helping students, learners,
teachers and educators reach their potential.
It’s been a busy year for all at 3PL, so a big thank you to our team, our Board, shareholders and customers for your
continued support and feedback.
Yours sincerely
Jose Palmero
From the CEO
16
Business Model
By strategically investing in financial, intellectual, human and social capital, 3P Learning consistently generates value for
its stakeholders, encompassing shareholders, employees, communities and customers. Our commitment to improving
educational outcomes worldwide aligns with our mission to deliver Better Ways to Learn.
Just under 400 unique
individuals
Value and purpose
Governance structure
Community initiatives
and partnerships
Motivated and
engaged workforce
Innovation and
productivity
High employee
satisfaction and
company stability
Enhanced educational
opportunities
Strengthened
relationships with
stakeholders and
communities
Collaborate in a
high-performance
culture and hybrid
working environment
Community engagement
through educational
programs
Partnering with
organisations
Retain high performers
and talent
Implementation
of ‘Read to Learn’
program
Provision of 2,628 free
product licences to
schools in need
See People and
Corporate Social
Responsibility section
Capital
Input
Business activity Outputs
Outcomes
People and
culture
Social
We invested $23.9m
(FY23: $25.6m) in
existing product
enhancements and
$3.6m (FY23: $2.6m)
in new product
development
Intellectual
and
technology
Research and
development of new
and existing products
Completion of the
award-wining product
suites for classroom
and home solutions
Launch of several new
products
See What’s New in
FY24 section
Financial
Equity financing
Internally generated
cash flows
Debt funding
Product development
Fund operational costs
Invest in growth
opportunities
Loss after tax of
$57.0m (FY23:
$6.3m profit);
Total cash and
restricted cash of
$6.1m (FY23: $27.0m).
Total borrowings of
$1.0m (FY23: nil).
See Performance
section
Strategy and vision
are supported and
value created for
shareholders
Strategic acquisitions
made to grow product
offering and market
share in the USA
16
17
People and Corporate Social Responsibility
Overall
Team
Board of
Directors
Senior
Leadership
Team
Female: 56%
Male: 44%
Female: 33%
Male: 67%
Female: 52%
Male: 48%
Gender
Our Diversity
Our team at 3P Learning comprises an experienced Board of Directors, a strong leadership team and just under 400
unique individuals. 3P Learning values cognitive, cultural and individual diversity. We undertake initiatives that are
designed to support and facilitate our commitment to an inclusive and diverse workplace. The range of initiatives we
undertake include flexible working, employee feedback, learning and development opportunities and more.
Location
Australia
66%
8%
Canada
10%
United
States
1% Other
3%
New
Zealand
12%
United
Kingdom
18
Community
3P Learning is committed to creating a positive impact in our communities as we pursue our company purpose: Better
Ways to Learn. Our people are uniquely placed to improve the lives of students, teachers, schools and communities.
We recognise the opportunity and privilege 3P Learning has to engage in positive Community, Environmental, Social
and Governance outcomes.
Digital Environment
We are mindful of privacy and data security for our customers as we navigate and operate in the digital environment.
Our commitment to digital safety begins at the Board, and its Audit and Risk Committee, and extends to all staff
interactions with our customers. 3P Learning products are designed to limit and safeguard information as we deliver
our education programs. We also work with regulatory bodies to ensure a safe online learning space (e.g. maintaining
certifications from kidSAFE in relation to our Reading Eggs product).
We do not sell personal data.
Giving Back
3P Learning’s Giving Back initiatives focus on the contribution we want to make to education, both locally and globally.
Staff volunteer their time to serve on the Giving Back Committee and lead the initiatives described below. The Giving
Back program in 2024 is comprised of four tiers:
1.
Working with partners
3P Learning continues to work with Click Foundation Learning, an NGO in South Africa, as part
of its ‘Read to Learn’ program. In South Africa, 78% of children cannot read for meaning and 58%
of households do not own a book, nor have access to a computer. Our Reading Eggs product
has assisted the building of core reading and comprehension skills to address this literacy crisis.
This partnership delivers vital learning outcomes for students as well as exposure to the digital
environments that are foundational for their future success. It has resulted in over 200,000 students
accessing Reading Eggs annually, with Click Foundation Learning creating over 700 jobs for youth and
the installation of more than 18,000 computers.
2.
Supporting schools in need
During the year to 30 June 2024, our Giving Back team received 13 new requests from schools or
outreach groups and offered 2,628 free licences to 3P Learning products to help students access our
learning programs for reading and maths. We recognise that the work of teachers and education is
the heart of a community and the schools and learning groups we help are challenged by social and
economic barriers to learning.
Since 2022, this program has connected with just under 30 schools and groups to date and utilised
approximately 4,776 licences, contributing to the foundational skills of learners in our communities.
In addition to the licences, we provide support and training to teachers to ensure the programs are
used effectively and can make impactful change. Our participating schools and outreach groups
exchange regular feedback with our team of volunteers.
People and Corporate Social Responsibility
18
19
Here are some quotes from participants we supported in this initiative:
“[In Education] determining success is not primarily data driven as there are a number of other factors
that we feel we benefit from; increased love of reading, positive increase in mental health, passion, a
way of regulating emotions, an escape to a safe space, increase reading at home, motivation, ambition
and a way of forming a positive relationship with families.”
“[Due to the area of our school], children can be influenced into easily making the wrong life choices.
By allowing children access to Reading Eggs, it is providing our children with an interest that is going to
help them to widen their horizons.”
“We have seen a huge increase in progress in reading and strongly believe this is with the support of
Reading Eggs both in and out of school. With this increase in reading ability, it has allowed children
easy access to other areas of the curriculum that they may have previously found difficult and is
breaking down barriers.”
“We are so excited to see the progress that the students are making, especially our very weak students
who had little to no phoneme knowledge. On assessing these learners, the progress is astounding.
When assessing sight word knowledge in our early readers, marked improvements are also noted.”
3.
Supporting employees’ passion projects
We support employee passion projects, where an employee can partner with and allocate product
licences to an organisation linked to education.
4.
Supporting employees through workplace giving
3P Learning’s Workplace Giving scheme matches an employee’s personal donations to select charities.
We are pleased to confirm the charities selected by our employees that will be supported by this
program in the upcoming year.
FY24 Workplace Giving Charities
Children at Tong Len school in the foothills of the
Himalayas use Reading Eggs, provided as part
of our Giving Back Program, to enhance their
reading skills.
People and Corporate Social Responsibility
Magic
Breakfast
Dandelion
Support
Network
Zarach
Indspire
Camp
Quality
Kids In
Need
EMEA
APAC
AMER
20
Values Statement
Our Values
Our Values and Purpose
Create
Lifelong
Learners
Find Better
Ways
Make It
Happen
Be
Authentic
Thrive
Together
We are a team who cares deeply
about creating something
special; we are purpose-driven
and passionate about our work,
as well as the success of all who
we work with – our customers,
our partners and each other.
Discovering better ways to
learn, work, create and live is
the foundation of our culture.
We strive to keep looking
forward. We are always evolving,
imagining more and being better
at all that we do.
We are a results-focused team
who love to succeed. We are
fast, flexible and set to achieve
ambitious goals. We thrive on
going further than we thought
was possible.
We are true to ourselves.
We are respectful, courageous,
unique and honest. We value
diverse perspectives. We keep
it real and we bring this to life in
our actions and mindset to help
us to achieve more.
We are one global team, made
of many. We are truly connected
and empowered to succeed as
individuals. We grow together,
are stronger together and we
trust one another.
20
At 3P Learning, we are
passionate about better ways
to learn.
We want every child to learn the
fundamental skills required for
academic success (the three essentials
of reading, writing and maths) and to
develop a lifelong love of learning.
At 3P Learning, we are
passionate about making
a difference.
We recognise that literacy and numeracy
are core life skills. We create learning
programs that make a real difference
in the lives of children, parents and
teachers.
At 3P Learning, we are
passionate about positive
learning experiences.
Our programs are motivating and
engaging, where learning is fun,
playful and most of all, successful.
We strive to make learning a joyful
experience and believe that Practice
and Play result in Progress.
At 3P Learning, we bring our
passion for Better Ways to
Learn into everything we do.
We continuously improve our
programs and our technology so
that learning with our programs is
something to look forward to.
Our Purpose at 3P Learning
21
3P Learning’s Corporate Governance framework empowers our focus in delivering long-term product excellence and
creating and maintaining shareholder value. Our governance helps us fulfill our purpose of building Better Ways to
Learn by guiding how we deliver our five company values daily to customers, offering a program of choice to schools
and parents. This approach ensures the creation and maintenance of long-term shareholder value and aligns with the
expectations of our stakeholders.
Our passion to build Better Ways to Learn connects our Board to our shareholders, our governance and processes to our
people, and our market-leading products to our customers.
Board of Directors
The role of the Board is to provide leadership and set the strategic objectives of 3P Learning. The Board oversees the
performance of management in implementing 3P Learning’s objectives to achieve 3P Learning’s ambitions.
Audit and Risk Committee
The role of the Audit and Risk Committee is to oversee the integrity of 3P Learning’s financial reporting and effective risk
management systems. This Board Committee reviews and appoints the external auditors.
People and Culture Committee
The role of the People and Culture Committee is to oversee the remuneration framework for directors and key
management personnel and the alignment of remuneration matters with the strategy of 3P Learning and shareholder
interests. This Committee also reviews nominations and the performance of the Board, Directors and CEO.
Governance
The 3P Learning Board and executive
leadership team are committed to workplace
diversity in its broadest sense and consider this
diversity and inclusiveness a strength of the
business and an investment in the creation of
a sustainable business capable of delivering
long-term shareholder value.
22
The number of meetings of 3P Learning’s Board of Directors (“the Board”) and of each Board Committee held during the
year ended 30 June 2024 and the number of meetings attended by each director were:
Full board
People and Culture
Committee
Audit and Risk
Committee
Held
Attend
Held
Attend
Held
Attend
Matthew Sandblom
7
7
-
-
-
-
Mark Lamont
7
7
5
5
4
4
Katherine Ostin
7
7
5
5
4
4
Allan Brackin
7
7
5
5
4
4
Belinda Rowe
7
7
5
5
4
4
Craig Coleman
7
7
-
-
-
-
Board committees
The Board’s two standing committees facilitate and assist the Board in fulfilling its responsibilities. Other committees
may be established from time to time with specific responsibilities as delegated by the Board.
The composition of the committees throughout the financial year ended 30 June 2024 was as follows:
Governance
Committee
Members
Independent
Non-executive
People and Culture
Committee
Belinda Rowe (Chair)
Allan Brackin
Katherine Ostin
Mark Lamont
Committee
Members
Independent
Non-executive
Audit and Risk
Committee
Katherine Ostin (Chair)
Allan Brackin
Belinda Rowe
Mark Lamont
22
23
Customers
and
Learners
Shareholders
Our
Values
Create Lifelong
Learners
Find Better Ways
Make It Happen
Be Authentic
Thrive Together
Purpose
Better Ways
to Learn
Board
Audit and Risk Committee
People and Culture Committee
Our
People
CEO
Senior
Leadership
Products
Policies, Procedures
and Systems
Governance Structure
24
Matthew Sandblom
Mark Lamont
Title
Executive Chairman
Independent Non-Executive Director
Matthew has been a Director of the Company
since May 2021 and was appointed Executive
Chairman from 25 August 2021.
Mark has been a Non-Executive Director of the
Company since March 2018.
Qualifications
BA Economics
Bachelor of Arts, Dip Ed
Experience and
expertise
Matthew is an education entrepreneur
with over 35 years of experience building
successful companies. He started his first
company, Pascal Press, in 1989 to publish
school workbooks and study guides. Since
then he has founded or co-founded many
successful companies including Blake
Education, Clickview, 3P Learning and Blake
eLearning. Matthew is driven by the idea of
producing resources for students that deliver
on the promise that they provide better ways
to learn than other products. He was a major
shareholder of 3P Learning until its IPO in
2014 and is currently a major shareholder of
3P Learning.
Mark has deep experience in the global education
and EdTech sectors with particular expertise in
internet applications, international markets and
strategic planning. Previously he held key executive
roles at myinternet Limited and Follett Corporation
(USA).
Other current
directorships
No other ASX listed entity.
No other ASX listed entity.
Chair of EduGrowth Limited since January 2019; and
Chair of Typsy Group Pty Ltd since October 2021.
Former
Directorships
(last 3 years)
N/A
Non-Executive Director of Education Services
Australia Limited to 29 February 2024.
Special
responsibilities
N/A
Member of the Audit and Risk Committee
Member of the People and Culture Committee
Interests in
shares
136,138,446
None
Board of Directors
24
25
Katherine Ostin
Allan Brackin
Board of Directors
Title
Independent Non-Executive Director
Independent Non-Executive Director
Kathy has been a Non-Executive Director of the
Company since 6 August 2021.
Allan has been a Non-Executive Director of the
Company since 6 August 2021 and has been the
Company’s Senior Independent Director since 25
August 2021.
Qualifications
BCom, GAICD, Chartered Accountant, F Fin
Bachelor of Applied Science
Experience and
expertise
Kathy has diverse and deep experience in
audit and risk management, having been a
senior audit partner at KPMG from 2005 to
2017 before transitioning to her NED career
in 2018.
Allan has over 40 years of experience in the
technology industry and has a proven track record
as a business builder and adviser, with experience
in business strategy, sales and marketing, process
re-engineering, change management, financial
management and merger and acquisition activity
along with governance. Previously Allan was the
CEO and Managing Director of Volante Group Ltd,
founder and CEO of AAG Technology Services, Chair
of Opticomm Ltd and Chair of GBST Ltd and Chair of
RPM Global Limited.
Other current
directorships
Non-Executive Director of Capral Limited
(ASX: CAA) since 17 June 2020; Non-Executive
Director of Dusk Group Ltd (ASX: DSK) since
16 September 2020; Next Science Limited
(ASX: NXS) since 24 October 2023; Elanor
Commercial Property Fund (ASX: ECF); and
Elanor Investors Group (ASX: ENN) since
1 January 2024.
No other ASX listed entities.
Former
Directorships
(last 3 years)
Non-Executive Director of Swift Media Ltd (ASX:
SW1) resigned on 18 November 2021; and Non-
Executive Director of eftpos Payments Australia
Ltd resigned on 4 February 2022.
Non-Executive Director of Sovereign Cloud Holdings
Limited (ASX: SOV) to October 2022; and Integrated
Research Limited (ASX: IRI) to September 2023.
Special
responsibilities
Chair of the Audit and Risk Committee
Member of the People and Culture Committee
Member of the Audit and Risk Committee
Member of the People and Culture Committee
Interests in
shares
None
322,895
26
Belinda Rowe
Craig Coleman
Title
Independent Non-Executive Director
Non-Executive Director
Belinda has been a Non-Executive
Director of the Company since
20 September 2021.
Craig has been a Non-Executive Director of the
Company since 16 November 2022.
Qualifications
Bachelor of Arts, AFA (Advertising
Federation Australia) Graduate, GAICD
BCom
Experience and
expertise
Belinda is a very experienced business leader
and a successful marketing executive. Her
extensive professional experience lies in
marketing communications, content, media and
digital marketing technologies. She led media
and marketing communications businesses for
Zenith and Publicis Media globally based in the
UK and held many senior roles in the marketing
industry, including as CEO of ZenithOptimedia
for 10 years in Australia and as Director Brand
& Marcoms for O2 Telefonica in the UK.
Craig is co-founder and Managing Partner of
Viburnum Funds Pty Ltd, a private and public
equities fund manager. Previously, he was Managing
Director and a Non-Executive Director of ASX-listed
Home Building Society Limited, and prior to this he
held senior executive positions and directorships
with ANZ, as well as Non-Executive Director of Etrade
Australia Limited.
Other current
directorships
Non-Executive Director of Arn Media Ltd
(ASX: A1N) since 5 February 2019; Non-
Executive Director of Temple & Webster
Group Ltd (ASX: TPW) since 26 February
2021; Non-Executive Director of Sydney Swans
Limited since September 2021; and Non-
Executive Director of Sky New Zealand
(ASX: SKT) since 1 March 2023.
Non-Executive Director of Universal Biosensors Inc
(ASX: UBI) since 7 August 2017; Non-Executive Chair
of Sports Entertainment Group Ltd (ASX: SEG) since
15 November 2017; and Non-Executive Director of
GTN Limited (ASX: GTN) since 7 June 2024.
Former
Directorships
(last 3 years)
Soprano Design Ltd (resigned 2023)
N/A
Special
responsibilities
Chair of the People and Culture Committee
Member of the Audit and Risk Committee
N/A
Interests in
shares
17,000
53,696,928 (indirectly, being the shares
held by Viburnum Funds Pty Ltd and other
related entities)
Board of Directors
26
27
Please note that in the previous tables, ‘Other current directorships’ refer to the current directorships for listed entities
only, and excludes directorships of all other types of entities, unless otherwise stated.
‘Former directorships (last 3 years)’ refer to directorships held in the last three years for listed entities only, and excludes
directorships of all other types of entities, unless otherwise stated.
Skill matrix
3P Learning seeks to achieve a range of skills, experience and expertise on the Board, together with the level of
competence and understanding required to deal with current and emerging business issues to oversee 3P Learning’s
strategic objectives and performance.
The table below provides a summary of the skills identified and highlights the areas where each Director has significant
professional expertise.
Skill / Experience
Matthew Sandblom
Mark Lamont
Katherine Ostin
Allan Brackin
Belinda Rowe
Craig Coleman
Extensive public company board
and/or C-level experience
Significant experience in
developing effective corporate
strategy
Significant experience in
accounting and finance, and
capital management
Strong experience in identifying
key risks to the organisation and
legal compliance
Experience in M&A activity and
investor relations
Expertise in sales and marketing
to consumer and B2B
Expertise and significant
experience in digital,
e-commerce, software
enterprise leadership and
management
Distinguished career in
education and education
technology products
Significant global business
experience (more than three
countries)
Experience with labour,
environmental, social and
governance (ESG) initiatives
B2B only
Board of Directors
28
Risks and Opportunities
The Board recognises that the proactive identification and engagement of risk is a crucial part to delivering 3P Learning’s
Group strategy. Risk management enables the Board and Senior Leadership to make effective decisions and navigate
our strategic goals. The ability to identify and appropriately manage risks is key to building long-term shareholder value.
The Audit and Risk Committee is responsible for the Risk Management Framework of 3P Learning and overseeing the
implementation of effective risk management systems and processes. Within these frameworks, the Committee monitors
the risks that drive innovation and strategic objectives and monitors the risk actions to safeguard operations on an
ongoing basis. The Committee has overseen the continuous development of a risk policy and risk management plan as
reviewed and approved by the Board from time to time.
The committee has satisfied itself that the processes and procedures followed in terms of identifying, managing and
reporting on risks are adequate. It should be noted that the risk factors discussed in this table below are not exhaustive,
but rather address those risks which are most relevant to 3P Learning.
3P Learning operates in a highly
competitive and global industry.
There are many online education
participants targeting the school
K–12 segment, each with significant
resources and access to capital.
3P Learning’s technology platforms
and systems might be disrupted
by new technologies or become
obsolete, which could affect 3P
Learning’s reputation, ability to
generate income and financial
performance.
As a technology-focused education
business, compliance with privacy
and data security, safeguarding
customer and student data and
managing information security are
paramount considerations that
influence 3P Learning’s approach
to all aspects of its operations
and decision-making.
3P Learning is cognisant of the
industry in which it operates and of
the need to meet legal, community
and customer expectations in
relation to privacy of personal
information and cybersecurity,
as these risks have the ability to
impact students, 3P Learning’s
reputation, sales and consequently
shareholder value.
3P Learning is aware of activities
of competitors and engages with
market participants. Extensive
market research is conducted, and
3P Learning has developed core
solutions referred to as 3 Essentials.
Legacy components are actively
identified and either retired or
modernised.
3P Learning seeks to manage privacy
and system security risks through its
risk management framework, which
includes a periodic review of the
nature and severity of the risks and
the effectiveness of controls and
mitigants put in place to manage
these risks.
3P Learning has a privacy compliance
framework applied to monitor and
assess processes, and data breach
response plans are developed and
implemented.
Measures to respond to this key risk
also include training/education for
staff, applied to monitor and assess,
technical, administrative and physical
security measures, audits and testing
both internally and by independent
advisors.
3P Learning is dedicated to
differentiating our products,
thereby creating increased
value for our customers.
Knowledge sharing of key
legacy system and building
for the future ensures that the
technology platforms are
continually maintained, operate
at a high efficiency and serve
as a source of information for
other innovations.
Communicating and delivering
on our commitments to ensure
the privacy and safekeeping of
our personal information builds
on our relationship with our people
and our customers and trust in
our product solutions in a rapidly
changing digital community.
Key Risk
Key Response
Key Opportunity
Competition
risks
Technology
risks
Privacy and
data security
risks
28
29
Revenue and
economic
risks
Exchange
rate risks
Cyber and digital
environment
risks
The market in which 3P Learning
operates is impacted by schools’
ability to fund the purchase of
education technology for their
students. A significant decline in
school funding, changes to schools’
purchasing decision processes, or
education regulatory changes in
any market could result in reduced
demand for 3P Learning’s products.
Sales made directly to consumers
may also be impacted by general
economic performance of a region.
3P Learning’s delivery of products
and services operates in digital
and web-based environments
with vendors, customers and our
technology solutions exposed to
changing cyber security needs,
cyber risks and threats.
Volatility in exchange rates can
impact the Group’s ability to
maintain or grow margins.
3P Learning sells products to B2B
and B2C across multiple regions. This
diversified footprint thereby reduces
the exposure and reliance to funding,
policies or economic changes
experienced in any particular markets.
3P Learning’s product and technology
teams review both the content and
technology delivery of our programs
and services regarding potential
cyber risks. 3P Learning seeks to
safeguard the value of our digital and
IP assets to our shareholders and our
learners as overseen through our risk
management framework.
By operating in B2B and B2C
markets across multiple regions
3P Learning has exposure to larger
markets and increased growth
opportunities.
Innovation and the needs of our
customers are ever aligning with
the growing maturity or learning
and working with digital tools. The
growth of these markets for future-
fit education applications is a key
opportunity for 3P Learning.
Key Risk
Key Response
Key Opportunity
Within our global operations, foreign
exchange is managed on a weekly
basis. In addition, the Board is of the
view that natural hedges presently
mitigate any exchange rate volatility
risk for 3P Learning to an economically
acceptable level.
Natural hedging occurs when revenue
earned by 3P Learning in a foreign
currency exceeds or closely matches
the expenses 3P Learning incurs in that
same foreign currency.
3P Learning utilises the natural
hedge advantage to engage
in more proactive and strategic
financial management practices.
3P Learning can also expand
operations in foreign markets with
favourable economic conditions.
Risks and Opportunities
3P Learning Limited
Contents
For the year ended 30 June 2024
Page
Financial Statements
Directors' report
32
Remuneration report
39
Auditor's independence declaration
58
Consolidated statement of profit or loss and other comprehensive income
59
Consolidated statement of financial position
60
Consolidated statement of changes in equity
61
Consolidated statement of cash flows
62
Notes to the consolidated financial statements
63
Notes to the consolidated financial statements
Financial results and financial position
1
General information
63
2
Operating segments
67
3
Revenue
69
4
Administrative expenses
70
5
Buy-back of distributor rights
71
6
Depreciation and amortisation expenses
71
7
Marketing expenses
71
8
Taxation
71
9
Earnings per share
74
10
Trade and other receivables
75
11
Deferred contract costs
77
12
Other assets
78
13
Plant and equipment
78
14
Intangible assets
80
15
Leases
85
16
Trade and other payables
87
17
Contract liabilities
88
18
Provisions
88
Employee benefits
19
Employee benefits expense
90
20
Key management personnel disclosures
90
21
Share-based payments
91
Capital management
22
Issued capital
93
23
Reserves
94
24
Borrowings
96
25
Cash and cash equivalents
97
26
Term deposits
97
27
Cash flow information
98
3P Learning Limited
Contents
For the year ended 30 June 2024
Page
Treasury and financial risk management
28
Financial instruments
99
29
Fair value measurement
102
Other disclosure
30
Remuneration of auditors
103
31
Commitments
103
32
Contingencies
103
33
Related parties
103
34
Parent entity information
105
35
Interests in subsidiaries
106
36
Business combinations
107
37
Deed of cross-guarantee
109
38
Events occurring after the reporting date
111
Reports
Consolidated entity disclosure statement
112
Directors' declaration
114
Independent auditor's report
115
Shareholder information
120
Corporate directory
122
3P Learning Limited
Directors' report
30 June 2024
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the "Group") consisting of 3P Learning Limited (referred to hereafter as the "Company" or "parent entity") and the entities
it controlled at the end of, or during, the year ended 30 June 2024.
1. Directors
The following persons were Directors of 3P Learning Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Matthew Sandblom
Executive Chairman and Director
Allan Brackin
Non-Executive Director
Mark Lamont
Non-Executive Director
Katherine Ostin
Non-Executive Director
Belinda Rowe
Non-Executive Director
Craig Coleman
Non-Executive Director
2. Principal activities
The Group operates within the education technology sector. During the financial year, the principal continuing activities of
the Group consisted of the development, sales and marketing of educational software and ebooks to schools and to parents
of school-aged students, delivered via a Software-as-a-Service subscription model.
3. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
4. Capital structure
The Group initiated an on market share buy-back program up to a maximum value of $10.0 million which commenced in
August 2023. The buy-back is for a period of 12 months, ending 22 August 2024. The Group considers the acquisition of
shares at prevailing prices to be effective capital management while retaining financial flexibility to fund accretive organic
and inorganic opportunities as part of our growth strategy. At 30 June 2024, the Group had bought back 3,577,648 of
the Company's shares at $4.5 million, excluding transaction costs.
5. Review of operations
Business overview
The Group is a global leader in online education and adaptive and collaborative learning. The Group's 3 Essentials suite of
reading, writing and maths products are designed to facilitate dynamic and engaging learning experiences for educator and
learner alike, to address the complex challenges faced by teachers and students in the modern classroom and at home.
The Group has over 390 educators, engineers, product designers and other personnel around the world, servicing schools
and parents in over 170 countries. Today, the Group is trusted by more than 5 million students in over 18,000 schools
globally. The Group's mission is to create the teaching moments that inspire learning.
32
3P Learning Limited
Directors' report
30 June 2024
5. Review of operations (continued)
Business overview (continued)
A summary of revenue and other income for the year ended 30 June 2024 is set-out below:
2024
$ '000
2023
$ '000
Licence fees
105,604
102,685
Copyright licence fees
3,062
2,843
Other revenue
1,283
1,374
Total revenue
109,949
106,902
Other income
95
389
Gain on disposal of fixed assets
-
97
Total other income
95
486
Total revenue and other income
110,044
107,388
Total revenue for the year ended 30 June 2024 was $109.9 million (30 June 2023: $106.9 million).
Licence fees revenue increased by $2.9 million to $105.6 million, up 2.8% on prior year reflecting billings growth in the B2C
segment.
A reconciliation of statutory loss before income tax benefit for the year to underlying earnings before interest, tax,
depreciation and amortisation (Underlying "EBITDA") is as follows:
2024
$ '000
2023
$ '000
Statutory (loss)/profit before income tax benefit
(66,159)
3,945
Buy-back of distributor rights
19,628
-
Corporate advisory costs
238
133
Depreciation and amortisation expense
10,945
9,476
Finance costs
235
180
Impairment losses
45,148
-
Interest income
(590)
(203)
Restructure and integration costs
2,168
1,367
Unrealised foreign exchange loss
391
964
Underlying EBITDA
12,004
15,862
Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding buy-back of
distributor rights, corporate advisory costs, impairment losses, restructure and integration costs, and unrealised foreign
exchange losses and gains.
The Directors have provided Underlying EBITDA after careful consideration of the requirements and guidelines contained in
ASIC’s Regulatory Guide 230 "Disclosing non-IFRS financial information". Underlying information, including this
reconciliation to net loss after income tax benefit, meets the demands from users of the financial reports for information to
better understand aspects of the Group’s performance. The Directors believe that Underlying EBITDA is the most
appropriate measure of the maintainable earnings of the Group and thereby best reflects the core drivers of, and ongoing
influences upon, those earnings.
33
3P Learning Limited
Directors' report
30 June 2024
5. Review of operations (continued)
Buy-back of distributor rights
On 21 December 2023, Blake eLearning Pty Ltd, a wholly owned subsidiary, entered into a binding agreement with
Edmentum Inc. to re-acquire the US schools Distribution Rights for Reading Eggs (“Rights”) effective 2 February 2024.
The Rights cost totalled $20.5 million (USD 13.3 million), including a foreign exchange rate loss of $0.8 million. These
Rights, prior to being assigned in perpetuity to Edmentum Inc. in 2010, were an “internally generated intangible asset”
which cannot be capitalised under Australian Accounting Standards irrespective of how the costs are incurred, e.g. paid to a
third party (Edmentum Inc.). As a result, the total Rights cost has been expensed in full during the year.
Impairment losses
The Blake acquisition on 28 May 2021 gave rise to goodwill of $166.9 million, which was allocated to the B2B and B2C
cash-generating units ("CGUs") resulting in $87.3 million goodwill allocated to the B2C CGU. In testing for impairment in the
previous financial year (at 30 June 2023), the recoverable amount of the B2C CGU exceeded its carrying amount by $6.6
million. The financial statements for the year ended 30 June 2023 noted that the recoverable amount of the B2C CGU was
particularly sensitive to changes in the underlying assumptions.
During the current year, the cash flow projections included in the value in use models for the B2C CGU were adjusted
downwards for slightly higher than expected customer churn and bearish macroeconomic factors. The discount rate of
11.5% (30 June 2023: 11.0%) and terminal growth rate of 2.5% (30 June 2023: 3.0%) have been updated for current
market conditions. As a result, the carrying amount of the B2C CGU at 30 June 2024 was determined to be higher than the
recoverable amount and a goodwill impairment of $44.5 million (30 June 2023: nil) was recognised. For additional
information regarding the impairment, refer to note 14.
Segment review
Segment revenue and other income for the year is as follows:
2024
$ '000
2023
$ '000
Change
$ '000
Change
%
Business-to-School (B2B)
66,924
66,657
267
0.4%
Business-to-Consumer (B2C)
43,120
40,731
2,389
5.9%
Total revenue and other income
110,044
107,388
2,656
2.5%
Segment Underlying EBITDA is as follows:
2024
$ '000
2023
$ '000
Change
$ '000
Change
%
Business-to-School (B2B)
5,040
12,570
(7,530)
(59.9%)
Business-to-Consumer (B2C)
9,190
5,595
3,595
64.3%
Corporate
(2,226)
(2,303)
77
3.3%
Total Underlying EBITDA
12,004
15,862
(3,858)
(24.3%)
34
3P Learning Limited
Directors' report
30 June 2024
5. Review of operations (continued)
Segment review (continued)
B2B segment
Revenue and other income in the B2B segment increased by $0.3 million to $66.9 million due to increased copyright licence
fees. An average performance across the regions has been partially offset by prior year other income of $0.3 million for the
release of United Kingdom and South African Value Added Tax liabilities acquired in the Blake acquisition.
Underlying EBITDA of $5.0 million in B2B has decreased by $7.5 million due to significant people investment across sales
and marketing, product and technology departments for all products, as well as go-to-market costs for new products, and
direct operational costs incurred due to the re-acquisition of the Rights. Following the re-acquisition of the Rights, the
historical distribution costs continue to unwind in line with the subscription period with no change to accounting revenue.
However, from a cost perspective, the Group invested in 20 full-time equivalent employees and additional marketing costs
to facilitate the Rights acquisition.
B2C segment
Revenue and other income in the B2C segment increased by $2.4 million due to growth in Reading Eggs and Mathseeds
billings, as well as new pricing introduced in January 2023.
Underlying EBITDA of $9.2 million increased by $3.6 million due to the shift of investment in product and technology from
B2C to B2B, including New Mathletics and Writing Legends.
Group performance
Loss before income tax was $66.2 million (30 June 2023: profit of $3.9 million). The loss for the Group after providing for
income tax and non-controlling interest amounted to $57.0 million (30 June 2023: profit of $6.3 million).
As at 30 June 2024, the Group has $2.0 million (30 June 2023: $14.0 million) of cash and cash equivalents and borrowings
of $1.0 million (30 June 2023: nil). At 30 June 2024, $4.1 million (30 June 2023: $6.0 million) of restricted cash (refer to
note 12 for details) is held as security for the Group merchant banking arrangements. The aggregate of cash and cash
equivalents, term deposits and restricted cash is $6.1 million (30 June 2023: $27.0 million). The reduction in cash is
primarily due to the $20.5 million re-acquisition of the Rights and the $4.5 million buy-back of the Company's shares.
The Group commenced an on-market buy-back of its ordinary shares up to a maximum value of $10.0 million (excluding
transaction costs) on 23 August 2023 for a period up to 12 months ("buy-back"). In accordance with the ASX Listing Rules,
the prices paid for shares purchased under the buy-back will be no more than 5% above the volume-weighted average
price of the Company's shares over the five trading days prior to purchase. The buy-back is limited to a maximum of 10% of
the smallest number of voting shares on issue during the last 12 months, as permitted under the Corporations Act 2001
(Cth), and therefore did not require shareholder approval.
Shares bought back are cancelled on acquisition, so that the total number of shares on issue will reduce accordingly, and
this would result in a consequential adjustment to the voting power of remaining shareholders. During the year the
Company bought back 3,577,648 ordinary shares at a cost of $4.5 million (excluding transaction costs). As at 30 June
2024, the number of ordinary shares on issue was 272,906,522, down by 3,577,648 ordinary shares on issue as at 30 June
2023. The Company reserves the right to vary, suspend or terminate the buy-back at any time, subject to and in accordance
with applicable legal requirements. There can be no certainty that the Company will buy back any or all of the shares
announced under the buy-back.
35
3P Learning Limited
Directors' report
30 June 2024
5. Review of operations (continued)
Material business risks
The material business risks faced by the Group that are likely to have an effect on the financial prospects of the Group are
outlined below:
Competition risks: The Group operates in a highly competitive and global industry. There are many online education
participants targeting the school K–12 segment, each with significant resources and access to capital.
Technology risks: The Group’s technology platforms and systems might be disrupted by new technologies or become
obsolete, which could affect the Group’s reputation, ability to generate income and financial performance.
Privacy and data security risks: As a technology-focused education business, compliance with privacy and data security,
safeguarding customer and student data and managing information security are paramount considerations that influence
the Group’s approach to all aspects of its operations and decision-making. The Group is cognisant of the industry in which it
operates and of the need to meet legal, community and customer expectations in relation to privacy of personal information
and cybersecurity, as these risks have the ability to impact students, the Group’s reputation, sales and consequently
shareholder value.
Revenue and economic risks: The market in which the Group operates is impacted by schools’ ability to fund the purchase
of education technology for their students. A significant decline in school funding, changes to schools’ purchasing decision
processes, or education regulatory changes in any market could result in reduced demand for the Group’s products. Sales
made directly to consumers may also be impacted by general economic performance of a region.
Exchange rate risks: Volatility in exchange rates can impact the Group’s ability to maintain or grow margins.
Cyber and digital environment risks: The Group's delivery of products and services operates in digital and web-based
environments with vendors, customers and our technology solutions exposed to changing cyber security needs, cyber risks
and threats.
6. Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
7. Matters subsequent to the end of the financial year
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
8. Likely developments and expected results of operations
The Group’s growth is expected to be supported by the continuing trend of schools, teachers, parents and students seeking
more engaging and interactive online learning resources with proven pedagogical efficacy.
The Group expects to continue to focus its product development and distribution efforts on the core areas of reading, writing
and maths. The Group also expects to continue to invest in its scalable internal sales and marketing to support its growth in
both existing and new territories.
9. Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
10. Information on Directors
Information and meetings of the Directors are included in the Board of Directors section on page 22 of the Annual Report.
36
3P Learning Limited
Directors' report
30 June 2024
11. Company secretary
Joyce Li (BA Communications, LLB, LLM) continues in office as the company secretary and brings her experience working
with listed companies and corporate governance.
12. Shares under option
There were no unissued ordinary shares of 3P Learning Limited under option outstanding at the date of this report.
13. Shares under share appreciation rights
Unissued ordinary shares of the Company under share appreciation rights at the date of this report are as follows:
Grant date
Vesting date
Exercise price
No. of rights
07/02/2022
31/08/2024
$0.00
1,687,327
03/06/2022
31/08/2024
$0.00
181,419
17/10/2022
31/08/2025
$0.00
1,883,868
29/09/2023
29/09/2028
$0.00
1,753,870(i)
5,506,484
i. Share appreciation rights of 1,753,870 outstanding under this grant at 30 June 2024 consist of 2,080,842 share
appreciation rights granted on 29 September 2023 and 326,972 share appreciation rights forfeited in June 2024.
No person entitled to exercise the performance and share appreciation rights had or has any right by virtue of the
performance and share appreciation rights to participate in any share issue of the Company or of any other body corporate.
For details of share appreciation rights issued and forfeited during the year, refer to note 21.
14. Shares issued on the exercise of share appreciation rights
There were no ordinary shares of the Company issued on the exercise of share appreciation rights during the year ended
30 June 2024 and up to the date of this report.
15. Indemnity and insurance of officers
The Company has indemnified the Directors and executives of the Company for costs incurred, in their capacity as a
Director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the
financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of the Company
against a liability to the extent permitted by the Corporations Act 2001 (Cth). The contract of insurance prohibits disclosure
of the nature of the liability and the amount of the premium.
16. Indemnity and insurance of auditor
To the extent permitted by law, the Company has agreed to indemnify its auditors, KPMG, as part of its audit engagement
agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to
indemnify KPMG during the financial year and up to the date of this report.
37
3P Learning Limited
Directors' report
30 June 2024
17. Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 (Cth) for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
18. Non-audit services
No amounts (2023: nil) were paid or are payable to the auditor for non-audit services during the financial year as outlined in
note 30 of the financial statements.
19. Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to "rounding-off". Amounts in this report have been rounded off in accordance with that
Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
20. Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 (Cth) is set
out immediately after this Directors' report.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001
(Cth).
On Behalf of the Directors
________________________
Matthew Sandblom
Executive Chairman
16 August 2024
Sydney
38
3P Learning Limited
Remuneration report
30 June 2024
Letter from People and Culture Committee Chair
Dear Shareholder
On behalf of the Board of 3P Learning, I am pleased to present the Company’s Remuneration Report for the financial year
ended 30 June 2024.
During the course of this year, we have delivered a number of exciting product releases, following the significant investment
made in product development over the last 3 years. Our revenue closed lower than we hoped at $110m and we finished the
year with $12m in EBITDA, with a continued focus on effective cost management and reduction.
Strategically, FY24 has been a year to reflect, reset and accelerate our strategic vision. Our ambition is to own the three
education essentials of reading, maths, and writing for students aged 4-12 years old and to own the customer end to end
with the acquisition of the US schools Distribution Rights for Reading Eggs. To do this, we have restructured our workforce
to ensure the right capabilities are in place to support the step change in our strategy. This has included a reorganisation of
our Technology team to accelerate focus on key product deliverables and a sizeable restructure of our APAC Sales team,
who are the first to take 3 Essentials to market in FY25 to maximise cross sell and expansion into schools.
We have consolidated the senior leadership of Marketing and Sales into a new Chief Revenue Officer role, to oversee both
our B2B and B2C businesses. This role is designated as key management personnel. Lynda Pendino, previously the Chief
Marketing Officer, has moved into this role and will hyperfocus on the go-to-market strategy for 3 Essentials in FY25. Jenna
Pipchuk, who held the role of Chief Sales Officer has departed from the business.
Despite the impact of organisational change, our engagement results continue to be strong, having increased year on year,
and our voluntary turnover is steady. Our people continue to see significant value in our company purpose, approach to
diversity and inclusion, flexible working, people leadership and social responsibility, all of which scored 87% or higher in our
FY24 employee survey.
Our commitment to diversity and inclusion continues, including our equal gender representation targets at a Board, senior
leadership and whole of company level. At the close of FY24, we clearly met our gender diversity targets in our senior
leadership and whole of company cohorts.
Our Giving Back program has continued to evolve in FY24. We are proud to continue our partnership with the Click
Foundation in South Africa and to commence 13 new projects with schools in need across the world. Our workplace giving
program this year has a focus on supporting charities with a focus on children's wellbeing including Camp Quality and the
Dandelion Network in APAC, Magic Breakfast and Zarach in EMEA and Indspire and the Kids In Need Foundation in the
Americas.
We reviewed parental leave benefits in all regions during FY24 and have introduced more compelling paid parental leave
offerings in all countries in which we operate. We have also continued to shape our approach to learning and development
and will build further on this in the year ahead, with a particular focus on our leaders of the future at all levels.
Our executive remuneration has continued to be aligned with measures that support shareholder outcomes via aggregate
earnings per share and aggregate group revenue targets in our Long-Term Incentive Plan, and group revenue and
Underlying EBITDA targets in our Short-Term Incentive Plan.
FY24 Remuneration Outcomes
Key management personnels received an increase in fixed remuneration. These increases were approved by the board
and within the 3.5% salary pool increase.
In relation to Short-Term Incentives for the CEO and CFO, they are made up of group financial and non-financial
targets (refer to section 2). The incentives will not be paid as financial targets were not achieved.
In relation to Long-Term Incentives, Share Appreciation Rights were granted in FY22 to select executives including key
management personnels, with performance measures over a 3 year period. This equity plan has been weighted equally
between revenue and underlying earnings per share (EPS). Revenue was not achieved for the Long-Term Incentive,
however EPS was achieved.
There were no changes to the existing Board fee base or Committee fees.
39
3P Learning Limited
Remuneration report
30 June 2024
Letter from People and Culture Committee Chair
FY25 Remuneration Strategy
We do not propose to make significant changes to the design of our executive remuneration structures. We believe their
design to be favourable to the performance outcomes that shareholders are seeking. This remuneration structure was
introduced in FY22 and FY24 performance means it’s the first time that we will assess the outcomes of the Long-Term
Incentive Plan in line with this construct.
Our people and culture strategy for FY25 is aligned strongly with our strategic direction, and the work that we have done
this year has been essential to ensure a strong foundation from which to work in the year ahead.
The talent that we have at 3P is second to none and our team has worked hard to create, build, market and sell our
amazing products to the world in FY24. We are excited about the potential of 3 Essentials and look forward to updating you
on our success in FY25 and beyond.
__________________________
Belinda Rowe
Chair of People and Culture Committee
16 August 2024
Sydney
40
3P Learning Limited
Remuneration report
30 June 2024
Remuneration report (audited)
The Directors of 3P Learning Limited present the Remuneration Report ("the Report") for the Company and its controlled
entities for the year ended 30 June 2024 ("the Group"). This Report forms part of the Directors’ Report and has been
audited in accordance with section 300A of the Corporations Act 2001 (Cth).
The Report details the remuneration arrangements for the Company’s key management personnel ("KMP") comprised of:
• Non-executive Directors ("NEDs"); and
• Executive Director, Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Chief Revenue Officer ("CRO")
(collectively "the Executives").
Overview
The remuneration report is presented under the following headings:
Page
1 Key management personnel
41
2 Overview of executive remuneration
42
3 Performance and Executive remuneration outcomes in FY24
48
4 Non-executive Directors’ remuneration
53
5 Service agreements
54
6 Share-based compensation
54
7 Additional disclosures relating to KMP
55
8 Other transactions with KMP and their related parties
56
1. Key management personnel
The KMP of the Group are those persons who, directly or indirectly, have authority and responsibility for planning, directing
and controlling the major activities of the Company and Group. The table below outlines the KMP of the Group and their
movements during the financial year.
Name
Position
Term as KMP
Non-Executive Directors
Mark Lamont
Non-executive Director
Full financial year
Allan Brackin
Non-executive Director
Full financial year
Katherine Ostin
Non-executive Director
Full financial year
Belinda Rowe
Non-executive Director
Full financial year
Craig Coleman
Non-executive Director
Full financial year
Executive Director
Matthew Sandblom
Executive Chairman
Full financial year
Other KMP
Jose Palmero
Chief Executive Officer (CEO)
Full financial year
Anton Clowes
Chief Financial Officer (CFO)
Full financial year
Lynda Pendino
Chief Revenue Officer (CRO)
1 May 2024
The Board welcomed the promotion of Lynda Pendino on 1 May 2024 as CRO. Lynda previously held the role of Chief
Marketing Officer.
The focus of this report is the remuneration arrangements and outcomes for the KMP listed in the table above. It also
outlines information about the remuneration policy and arrangements for the Group’s senior executive team more broadly.
41
3P Learning Limited
Remuneration report
30 June 2024
2. Overview of executive remuneration
Overview of 3P Learning remuneration policy and structures
The People and Culture Committee ("P&CC") is responsible for developing, reviewing, making recommendations, and
providing assistance and advice to the Board on the remuneration arrangements for the Company’s Directors and
executives and in relation to key employment policies and practices. The performance of the Group depends on the quality
of its Directors and senior executives.
The Company’s remuneration philosophy is to attract, retain and motivate exceptional performance and high-quality talent.
The Group's executive reward framework is based on objectives to:
align senior executive rewards with achievement of strategic objectives and the delivery of shareholder value;
provide competitive remuneration packages that recognise both individual and organisational performance.
The remuneration framework, and any potential changes to that framework, are assessed on the following guiding
principles:
alignment to long-term value creation and strategy;
fairness for all stakeholders;
simple to understand and administer;
motivating to executives; and
encouraging of executive ownership and accountability to the Company and its stakeholders.
The P&CC and the Board have structured an executive remuneration framework that is market competitive; designed to
retain and motivate the Company’s leadership team; and sets a standard for transparency and good corporate governance.
The determination of non-executive Director and executive remuneration is separately addressed below.
During the financial year the Company did not engage remuneration consultants to advise on remuneration policy or the
structure or level of executive remuneration. During the financial year, the fixed and variable remuneration levels and
structure of executive KMP remuneration were reviewed. CEO remuneration was increased by 2% and CFO remuneration
was increased by 3% in line with a business review. The variable incentives were developed against global financial targets
and individual performance metrics to align with strategic plans and measurable targets. The fees for non-executive
Directors were maintained at the same level as the prior year, subject only to the increase in statutory superannuation.
Our executive remuneration policy and structures
In light of the Group’s remuneration philosophy, the Board considers the levels of fixed (base) remuneration and variable
remuneration consisting of Short and Long-Term Incentives. The guiding principles of the remuneration framework are
applied when considering the measures and targets for variable remuneration, alongside the Company’s strategy and long-
term shareholder value. The appropriate performance targets for Short and Long-Term Incentives are reviewed by the
P&CC, and approved by the Board for the relevant executives.
Review of executive remuneration levels are conducted annually by the P&CC and are approved by the Board as follows:
The remuneration of the CEO is reviewed by the P&CC to determine the optimal mix between fixed and "at risk"
incentive components, and the appropriate measures and performance targets, prior to Board review and approval.
The remuneration of the CFO, CRO and other non-KMP executives are reviewed by the CEO and P&CC in relation to
the appropriate fixed remuneration and performance measures and incentives, and are approved by the Board.
The variable Short-Term Incentive ("STI") and Long-Term Incentive ("LTI") remuneration offered is set out below.
The Executive Chairman receives remuneration under a services agreement. The services agreement provides that the
Executive Chairman may receive remuneration capped at $100,000 and does not include variable STI or LTI remuneration.
Since his appointment, the Executive Chairman has elected to receive a nominal fee of $1 per annum.
The following sections on remuneration for executive KMP do not apply to the Executive Chairman.
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Remuneration report
30 June 2024
2. Overview of executive remuneration (continued)
Details for each of the individual components for remuneration for executive KMP in both FY24 and FY23 are as follows:
Fixed
Variable or "At Risk" Performance Based
Remuneration Structure
Fixed remuneration
STI
LTI
Attracts and retains high
performance talent
Rewards current year
performance
Rewards longer term sustainable
performance
FY24 & FY23
Fixed salary reviewed
against benchmarks,
market peers and
experience
Includes superannuation
and salary sacrifice non-
monetary benefits
25-50% of fixed
remuneration at target
STI
Focus on revenue,
Underlying EBITDA, key
strategic projects and
people leadership
Weighting of group "at
target" performance
targets:
- revenue (up to 40%)*;
- Underlying EBITDA
targets (up to 40%)*;
- key strategic projects
(up to 50%); and
- people and culture
KPIs (up to 20%).
* "Stretch targets" can
apply.
25-50% of fixed
remuneration at target
LTI
Grant of share
appreciation rights
Encourage greater
executive ownership of
the Company, strengthen
alignment with long-term
growth of the Company
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Remuneration report
30 June 2024
2. Overview of executive remuneration (continued)
Elements of executive remuneration
Fixed remuneration
The fixed remuneration component consists of base salary, superannuation and other non-monetary benefits and is
designed to reward the executive’s scope of their role and responsibilities, their skills, experience and qualification, and
individual and group performance.
The fixed remuneration of the CEO is reviewed by the P&CC annually for performance against annual key performance
indicators ("KPIs") set at the start of the financial year, as well as available market data including benchmarks to
comparable roles in similar companies. The fixed remuneration of the CEO is approved by the Board.
The fixed remuneration of the CFO, CRO and non-KMP executives reporting to the CEO is reviewed by the CEO annually
with consultation with the P&CC, and approved by the Board.
During the year, the fixed remuneration of the CEO was increased by 2% and the CFO remuneration was increased by 3%,
as compared to the prior financial year.
Performance based remuneration
The "at risk" performance based remuneration components for eligible Executives and non-KMP executives align reward
with the achievement of annual and longer term objectives of the Group, and the optimisation of shareholder value over the
short and long term.
Short-Term Incentive
The STI plan provides eligible Executives and non-KMP executives with the opportunity to earn an annual incentive award
which is delivered in cash. The key objectives of the STI program are to drive and reward outstanding performance against
annual strategic financial and operational performance objectives, promote effective management of capital, and position
the Company to continuously achieve in future years.
How is it paid?
100% of an STI award is paid in cash after the assessment of annual performance.
How much can an eligible Executive earn?
Eligible Executives and non-KMP executives have a target STI opportunity of up to 25% of fixed remuneration while the
CEO has a target STI opportunity of up to 50% of fixed remuneration.
The FY24 target STI is designed to deliver strong performance and sustainable growth by motivating talent and rewarding
performance. Participants have the opportunity to earn up to 100% of the STI target for achieving the target under each
KPI.
For performance that significantly exceeds targets, the Board and CEO may consider increasing the target award above
100% (i.e. stretch targets). The Board retains the discretion to adjust STI outcomes up or down to reflect the achievement of
results consistent with strategic priorities and alignment with shareholder value.
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Remuneration report
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2. Overview of executive remuneration (continued)
How is performance measured?
The financial performance measures that are set for eligible Executives and non-KMP executives are based on a range of
profit, revenue, key strategic project and people leadership targets.
For the current year, the Board considers the financial measures (revenue and Underlying EBITDA) to be appropriate as
they are aligned with the Group’s objective of delivering profitable growth and improved shareholder returns. The inclusion
of key strategic projects and people leadership targets also refreshed the delivery focus for the Company’s strategic plans
and initiatives in relation to the three “R”s: Reading, wRriting and aRithmetic (maths) to build and sustain longer term
shareholder returns. No amount is payable unless at least one of the financial metric is achieved.
Summary of the performance measures and weightings for the "at target" FY24 STI plan:
Financial
year
Revenue
Underlying
EBITDA
Key Strategic
Projects
People and
Culture
CEO
2024
35%
35%
20%
10%
CFO
2024
40%
40%
0%
20%
CRO(i)
2024
40%
Not applicable
50%
10%
Non-KMP executive
2024
40%
30%-40%
0%-20%
10%-20%
i.
The performance measures for the CRO disclosed are the measures and weightings set during the year for her non-KMP executive
capacity and prior to her appointment as KMP on 1 May 2024. No changes were made to these measures after her appointment as
the CRO.
The performance measures for non-KMP executives consist of a range of business KPIs developed to align with their
responsibilities. Stretch targets for financial KPIs can also apply.
If the participant commenced their role during the financial year, any STI payment that is made will be on a pro rata basis
from their commencement date.
When is it paid?
The STI award is finalised and paid after the release of the Company’s full financial year results in August, following a
review of performance over the year against the STI financial and non-financial performance measures by the CEO (and in
the case of the CEO, by the Board).
The Board approves the final STI award based on the assessment of performance. The STI award is wholly paid in cash
within two months after the end of the performance period.
Deferral terms
Payment of STI is not deferred.
Long-Term Incentive
To align with the creation of shareholder value, the Company’s LTI Plan aims to reward KMP and non-KMP executives
through the allocation of an equity award that is subject to specific performance conditions.
The LTI Plan has been developed with the objectives of aligning exceptional performance with medium to long-term growth
and shareholder value. The plan sets the appropriate measures and incentive to drive performance and execution of the
Company’s strategic goals over that longer term. The LTI Plan provides participants the opportunity to be awarded rights
that may be exercised as issued shares subject to a combination of the vesting conditions. Those conditions were
determined to be appropriate to align the performance objectives of the Company for growth and shareholder value, while
balancing the terms that would attract, motivate and reward talented executives for performance over the performance
period.
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Remuneration report
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2. Overview of executive remuneration (continued)
How is it paid?
The 3P Learning Equity Incentive Plan Rules ("Plan Rules"), the incentive offer and the vesting conditions will determine
the number of rights that vest, and how the incentive is paid, to eligible Executives.
During the current year, eligible Executives were granted Share Appreciation Rights ("SARs"). Subject to the Plan Rules,
and in circumstances where the relevant vesting conditions are met, the eligible Executive can exercise their vested SARs
during the Exercise Period to be allocated Company shares.
How much can an eligible Executive earn?
The eligible Executive has a target LTI opportunity of up to 25% of fixed remuneration, while the CEO has a target LTI
opportunity of up to 50% of fixed remuneration.
The number of SARs issued was calculated by dividing the dollar value of LTI award opportunity by the value per share
appreciation right and was determined by an independent valuer. The value per SARs is determined as the growth in share
price from the notional exercise price to the share price at the date of exercise. The notional exercise price under the FY24
LTI plan is $1.12.
If the participant commenced their role within the financial year, the LTI opportunity is calculated on a pro rata basis based
on their commencement date.
How is performance measured?
3P Learning's long term Equity Plans have been weighted equally between revenue and underlying earnings per share
("EPS") targets, and generally had a three-year vesting (performance) period.
The EPS measure under the FY24 LTI Plan is calculated after allowing for underlying adjustments for buy-back of
distributor rights, corporate transaction costs, depreciation and amortisation arising on purchase price accounting,
integration costs, non-cash impairment losses, and retention bonuses.
The Board continues to consider the combination of revenue and EPS thresholds form an appropriate balance to ensure
that "top line" growth is pursued over the medium to long term, whilst growth in earnings and a focus on shareholder value
is maintained in each financial year.
The Board applied performance measures based on the aggregate performance over the three-year performance period for
the SARs granted during the financial year under the Plan Rules. The Board considered that using the aggregate
performance period (rather than measuring performance in the third year) would create the desired focus on growing
shareholder value over the period in the rapidly changing environment of education technology.
The EPS and group revenue measures for the FY24 LTI SARs are based on:
aggregate EPS measures over the three-year period of FY24, FY25 and FY26 (50% weighting); and
the Company’s aggregate group revenue over the three-year period of FY24, FY25 and FY26 (50% weighting).
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2. Overview of executive remuneration (continued)
The proportion of SARs that may be awarded on the Company’s performance over the aggregate three-year period is
determined based on the following:
Performance level
% of Target incentive awards
Below Threshold
nil
Between Threshold and Target
Between 50% and 100%(i)
At Target
100%
Between Target and Maximum
Between 100% and 120%(i)
Maximum
120%
i.
Vesting will occur on a straight line basis between two relevant vesting percentages.
In accordance with the Plan Rules and incentive offer, the Board retains discretion to adjust vesting conditions to ensure
participants are not subject to a material disadvantage or obtain a windfall gain where there are circumstances which may
impact the appropriateness of the original vesting conditions.
When is it paid?
Awards granted under the LTI plan will only vest upon satisfaction of certain vesting conditions that are defined by the
Board. The performance measures against each vesting condition are assessed by the Board following the relevant full
financial year at the end of the performance period.
Subject to the Plan Rules and once vesting conditions are met, the SARs are vested. Executives can elect to exercise any
vested SARs during their exercise period to be issued shares in the Company. The exercise period for the SARs is usually
within five years of the original grant date.
Any SARs which do not meet their vesting conditions at the end of the performance period will lapse.
Any shares issued in accordance with the exercise of rights issued under the Plan as described above will rank equally in
all respects with other ordinary shares in the Company (except in regard to any rights attaching to such other shares by
reference to a record date prior to the date of their allocation or transfer).
Vested SARs that have not been exercised during the exercise period will lapse.
What happens if an eligible Executive leaves?
If an eligible Executive ceases to be an employee of the Company, the following occurs in the applicable circumstances:
SARs have not vested, and:
The Executive ceases to be an employee of the Company by reason of resignation, dismissal or in any other
circumstance determined by the Board to be a "Bad Leaver", all unvested SARs lapse on the date of cessation; or
the Executive is not a "Bad Leaver", the Board may, in its discretion, determine that all or a portion of the SARs vest
immediately or at some future time. If no determination is made, the relevant SARs remain on foot, and are tested and
vest on the original vesting date to the extent that the applicable vesting conditions have been met.
SARs have vested, and:
the Executive’s employment ends other than as a result of termination for cause, the Executive has the lesser of 90
days from cessation or the period before the expiry of the vesting period to exercise the SARs; or
the Executive’s employment is terminated for cause, the vested SARs lapse immediately.
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Remuneration report
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2. Overview of executive remuneration (continued)
Is there a malus and clawback provision?
Yes. The SARs may be forfeited if a "clawback" event occurs during the performance period. Such an event includes
circumstances where an Executive has engaged in fraud, dishonesty or gross misconduct; where the financial results that
led to the equity award are subsequently shown to be materially misstated; or where the behaviour of a senior Executive
brings the Company into disrepute or impacts the Company’s long-term financial strength.
What happens if there is a change of control?
Where a change of control event occurs prior to the SARs vesting, the Board may, in its discretion, determine whether all or
a number of those rights lapse at the time of the change of control event or at a future point in time, or vest at the time of
the change of control event or at a future point in time.
Are eligible Executives entitled to dividends?
No.
3. Performance and Executive remuneration outcomes in FY24
The actual remuneration earned by Executives in FY24 against the prior year is set out below. This provides shareholders
with a view of the remuneration actually paid to these executives for performance in FY24 and the value of the LTIs that
vested during the period if applicable.
Overview of Company performance
The table below shows the Group’s performance history, the Company’s share price and the effect on shareholder value
over the past five financial years. The results shown are not fully comparable due to the acquisition of Blake eLearning Pty
Ltd ("Blake"), changes in accounting standards and associated changes to accounting policy over that period. On 28 May
2021, the Group acquired Blake and since then the contribution from Blake is included in the results.
Results from FY20 are restated due to change of accounting policy regarding customisation and configuration costs
incurred in relation to Software-as-a-Service arrangements. These arrangements which were previously capitalised were
restated and recognised as an expense in profit or loss during FY20.
Financial year
2024
2023
2022
2021
2020
Revenue ($'m)
109.95
106.90
97.20(ii)
57.40
55.00
Underlying EBITDA ($'m)(i)
12.00
15.86
13.10(iii)
9.40
9.50
Statutory EPS (cents)
(20.77)
2.30
(0.19)
(6.15)
0.37
Share price ($) 30 June(iv)
1.00
1.10
1.24
1.31
0.86
Share buy-back ($'m)(iv)
4.45
-
-
-
-
i.
The Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding unrealised foreign
exchange losses and gains, corporate advisory, and restructure and integration costs, specifically associated with the acquisition of
Blake and Pairwise Pty Ltd ("Brightpath"), costs associated with the buy-back of distribution rights during the relevant period and
impairment losses.
ii.
Following the acquisition of Blake on 28 May 2021, Blake contributed revenue from 28 May 2021 to 30 June 2021 in FY21. The year
ended 30 June 2022 includes a full year of Blake revenue therefore revenue increased materially compared to previous financial
years.
iii.
Unrealised foreign exchange gains and losses were previously included in Underlying EBITDA in FY22. The unrealised foreign
exchange gains and losses are excluded from Underlying EBITDA in FY23 and the FY22 comparative year has been restated.
iv.
The Group initiated an on-market share buy-back program up to a maximum value of $10.0 million which commenced on 23 August
2023. The buy-back is for a period of 12 months, ending 22 August 2024. The Group considers the acquisition of shares at prevailing
prices to be effective capital management while retaining financial flexibility to fund accretive organic and inorganic opportunities as
part of our growth strategy. As at 30 June 2024, the Group had bought back 3,577,648 shares worth $4.5 million, excluding
transaction costs.
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Remuneration report
30 June 2024
3. Performance and Executive remuneration outcomes in FY24 (continued)
Executive remuneration
Details of statutory remuneration (Australian Accounting Standards (AAS)) for Executive KMP, for the years ended 30 June
2024 and 30 June 2023 are set out below:
Salary
$
Cash STI(i)
$
Other(ii)
$
Post
employ-
ment
benefits
(super-
annuation)
$
Accounting
value of LTI
awards and
additional
incentives(iii)
$
Other
long term
benefit(ii)
$
Total
$
Perform-
ance
related
%
Equity
based
%
Current Executive KMP
Matthew Sandblom (Executive Chairman)
2024
1
-
-
-
-
-
1
0%
0%
2023
1
-
-
-
-
-
1
0%
0%
CEO
2024
526,844
-
(13,480)
27,399
209,904
11,149
761,816
28%
28%
2023
518,083
-
(17,975)
25,292
54,242
12,975
592,617
9%
9%
CFO
2024
333,000
-
14,974
27,500
65,438
-
440,912
15%
15%
2023
322,500
-
22,315
27,500
49,019
-
421,334
12%
12%
CRO(iv)
2024
63,767
6,035
7,627
4,566
10,965
8,155
101,115
17%
11%
2023
-
-
-
-
-
-
-
Total remuneration for executive KMP
2024
923,612
6,035
9,121
59,465
286,307
19,304
1,303,844
22%
22%
2023
840,584
-
4,340
52,792
103,261
12,975
1,013,952
10%
10%
i.
Cash STI is paid after the end of the financial year to which it relates but is allocated to the earning year.
ii.
Other and other long term benefits represent the net movement of annual leave and long service leave entitlements respectively.
iii.
The accounting value of LTI awards and additional incentives is the calculated movement in the value of the FY22 - FY24 plans. As an
outcome of the Group's performance during this reporting period, 50% of the FY22 LTI award to the executive will vest in FY25.
iv.
The CRO became a member of KMP effective 1 May 2024. Therefore the CRO's salary and other benefits where applicable are
proportioned.
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Remuneration report
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3. Performance and Executive remuneration outcomes in FY24 (continued)
In line with general market practice, a (non-AAS) presentation of remuneration with respect to the FY24 and FY23 reporting
periods is provided in the table below, to give shareholders a more informative picture of actual remuneration outcomes
within the financial year. The table below represents the total cash remuneration paid to Executive KMP during FY24 and
FY23.
Salary(i)
$
Cash STI(ii)
$
Post-
employment
benefits (super-
annuation)
$
LTI and
additional
incentives
exercised(iii)
$
Total
remuneration
$
Current Executive KMP
Matthew Sandblom (Executive Chairman)(iv)
2024
1
-
-
-
1
2023
1
-
-
-
1
CEO
2024
526,844
-
27,399
-
554,243
2023
518,083
210,000
25,292
-
753,375
CFO
2024
333,000
-
27,500
-
360,500
2023
322,500
15,822
27,500
-
365,822
CRO(v)
2024
63,767
-
4,566
-
68,333
2023
-
-
-
-
-
Total remuneration for executive KMP
2024
923,612
-
59,465
-
983,077
2023
840,584
225,822
52,792
-
1,119,198
i.
The salary is aligned with the salary in the statutory remuneration table.
ii.
Cash STI is paid in the outlined financial year however the payment relates to the result of the previous financial year.
iii.
As an outcome of the Group's performance during this reporting period, 50% of the FY22 LTI award to the Executive will vest in FY25.
The LTI will be paid in equity settled awards, and will be shown when exercised by the individual at the prevailing price and adjusted
for any change in value up until the point of exercise.
iv.
Matthew Sandblom receives fees for service under a consultancy services agreement.
v.
The CRO became a member of KMP effective 1 May 2024.
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Remuneration report
30 June 2024
3. Performance and Executive remuneration outcomes in FY24 (continued)
Short-term incentives
STI for the 2024 financial year
The target STI opportunity for the financial year ended 30 June 2024 was an amount equal to 25% for eligible Executives’
fixed remuneration and 50% in the case of the CEO.
Who are the participants of the STI?
The CEO, CFO and CRO are members of KMP who participated in the STI Program for FY24. As at 30 June 2024 there
were three other non-KMP executives that were also participants, bringing the total number of senior executive participants
to six.
Specific information relating for the STI component for the CEO, CFO and CRO for FY24 is set out below.
Executive KMP
Position/Title
Actual STI
payment
Accrued STI
payment
% of Target STI
payable
Jose Palmero
CEO
-
-
0%
Anton Clowes
CFO
-
-
0%
Lynda Pendino
CRO
-
6,035(i)
40%
i.
The CRO became a member of KMP effective 1 May 2024. Therefore the CRO's salary and other benefits where applicable are
proportioned.
CEO Performance measure
FY24 - At Target
FY24
Performance(i)
% of Target
incentive
award(ii)
Weighting
Revenue
$115m
Not met
0%
30%
Underlying EBITDA(iii)
$14m
Not met
0%
30%
Key Project - Growth
Internal growth target
Met
0%
10%
Key Project - Product
Product delivery targets
Met
0%
20%
People Leadership
People and Culture measures(iv)
Met
0%
10%
CFO Performance measure
FY24 - At Target
FY24
Performance(i)
% of Target
incentive
award(ii)
Weighting
Revenue
$115m
Not met
0%
40%
Underlying EBITDA(iii)
$14m
Not met
0%
40%
People and Culture
People and Culture measures(iv)
Met
0%
20%
CRO Performance measure
FY24 - At Target
FY24
Performance(i)
% of Target
incentive
award(ii)
Weighting
Revenue
$115m
Not met
0%
40%
Key Project - Growth
Internal growth target
Met
80%
50%
People Leadership
People and Culture measures(iv)
Met
0%
10%
i.
The CEO, CFO and CRO met measures designed to assess leadership goals in relation to People and Culture that drive initiatives to
enable corporate performance goals. The CEO also met specific measures in relation to growth and product delivery projects that
were aligned with the FY24 Product strategy in B2B and B2C. However as the revenue and Underlying EBITDA targets were not
achieved, the incentive targets were not awarded for these performance measures. The CRO’s specific performance measures reflect
her role prior to her appointment as KMP from 1 May 2024. The targets and measures as non-KMP align with strategic delivery of the
company’s objectives.
ii.
This is based on the "at target" metrics outlined under "How much can an eligible Executive earn?" discussed earlier in this report.
iii.
The Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding unrealised foreign
exchange losses and gains, corporate advisory, and restructure and integration costs, specifically associated with the acquisition of
Blake and Brightpath, and costs associated with the buy-back of distribution rights during the relevant period and impairment losses.
iv.
The People and Culture targets reflected measures to focus executives on company culture and employee engagement. The
measures are selected based on improving % ratings on key engagement criteria from internal surveys periodically used by the
Company to gather feedback from employees. The data and feedback collated through the survey enabled performance to be
measurable, and discretion may be applied by the Board following a review of specific activities and performance for the Executive.
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Remuneration report
30 June 2024
3. Performance and Executive remuneration outcomes in FY24 (continued)
Long-term Incentives
Who are the participants of the LTI?
The CEO, CFO, CRO and other non-KMP executives are eligible to participate in the LTI plan. As at 30 June 2024 there are
six participants.
Performance conditions and disclosure of targets
The publication of prospective revenue and EPS targets for future performance periods would require the disclosure of
commercially sensitive information. Accordingly, the Company will not disclose prospective targets but will disclose historic
targets and the Company’s performance against those targets. The hurdles for the SARs granted in FY24 will be disclosed
in August 2026 after the applicable performance period.
2022 LTI Award – Performance condition outcomes
The grant of SARs under the Company’s LTI plan was made in FY22, with performance conditions to be tested with respect
to the audited FY24, FY23 and FY22 full year results (the "FY22 LTI Years").
The EPS and Group revenue performance measures each account for 50% of the vesting conditions of the SARs. In
accordance with the LTI terms and arrangement, in FY22 the Board exercised its discretion to adjust the revenue vesting
condition having regard to:
the remuneration philosophy of the Company; and
the acquisition of Blake on 28 May 2021 which has had a significant growth impact on the Company.
The EPS in relation to the SARs granted under the Company’s FY22 LTI plan is referring to statutory EPS adjusted for
amortisation related to purchase price accounting, corporate advisory costs, costs associated with the buy-back of
distribution rights during the relevant period, impairment losses and restructure and integration costs.
The outcomes for the relevant revenue and EPS targets are assessed based on the financial results for the FY22 LTI
Years. A number of SARs will vest as an outcome of the Company's FY22 LTI Years and the following outcomes relate to
the LTI grants awarded in FY22:
Performance
measure
Cumulative target
FY22 LTI Years
outcome
Outcome
% of Target
incentive awarded
Weighting
Revenue
$344.1m
$314.1m
Below threshold
0%
50%
EPS
$0.116
$0.127
Stretch
120%
50%
The participants of the FY22 LTI plan were eligible to achieve the award of 1,868,746 SARs in aggregate. As an outcome of
the FY22 LTI Years 934,373 SARs have vested and 934,373 have lapsed after the reporting period.
During the exercise period the difference between the market price and the notional exercise price of the Company's shares
multiplied by the number of SARs validly exercised will determine a value of the Company's shares issued to the plan
participant. The notional exercise price of the SARs awarded under the FY22 LTI is $1.35. Vested rights that are not
exercised during the exercise period will lapse.
Under the terms of the offer, the Board exercised its discretion to extend the exercise period of five years from the original
grant date in FY22 by one year. This change was made having considered the alignment with shareholder interests and
Company's remuneration strategy.
Additional payments awarded in FY24
No additional payments were awarded in FY24 to executive KMP.
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Remuneration report
30 June 2024
4. Non-executive Directors' remuneration
Fees and payments to non-executive Directors reflect the demands which are made on, and the responsibilities of, the
Directors. To preserve independence and impartiality, non-executive Directors do not receive performance-related
compensation and are not eligible to participate in the Company’s equity incentive plan. Non-executive Directors have not
been granted or issued equity as part of their remuneration.
ASX listing rules require the aggregate non-executive Directors’ remuneration be determined periodically by a general
meeting. The most recent determination was in 2017 when shareholders set the aggregate remuneration at $900,000 per
annum for the non-executive Directors. Board and committee fees, as well as statutory superannuation contributions made
on behalf of the non-executive Directors, are included in the aggregate fee pool.
The table below shows the structure and level of non-executive Director fees (exclusive of superannuation) for the financial
years ended 30 June 2024 and 30 June 2023.
Fee applicable
Financial year
Chair
$
Member
$
Board
2024
185,000
95,000
2023
185,000
95,000
Audit and risk committee
2024
20,000
10,000
2023
20,000
10,000
People and culture committee
2024
20,000
10,000
2023
20,000
10,000
Non-executive Director remuneration in 2024 and 2023
Details of the remuneration for the non-executive Directors for the financial years ended 30 June 2024 and 30 June 2023
are set out below.
Name
Financial year
Fees and
allowances
$
Post-
employment
benefits
$
Total
$
Current non-executive Directors
Mark Lamont
2024
115,000
12,650
127,650
2023
115,000
12,075
127,075
Katherine Ostin
2024
125,000
13,750
138,750
2023
125,000
13,125
138,125
Allan Brackin
2024
115,000
12,650
127,650
2023
115,000
12,075
127,075
Belinda Rowe
2024
125,000
13,750
138,750
2023
125,000
13,125
138,125
Craig Coleman(i)
2024
1
-
1
2023
1
-
1
Total remuneration for current non-executive
2024
480,001
52,800
532,801
Directors
2023
480,001
50,400
530,401
i.
Craig Coleman elected to receive nominal remuneration during the financial year.
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Remuneration report
30 June 2024
5. Service agreements
Non-executive Directors do not have fixed term contracts with the Company. On appointment to the Board, all non-
executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter
summarises the Board policies and terms, including compensation. Non-executive Directors retire by whichever is the
longer period: the third annual general meeting following their appointment or the third anniversary date of appointment.
They may then be eligible for re-election.
During the reporting period, the Board continued to determine that the Executive Chairman, Matthew Sandblom, has an
active role in the day-to-day management of the Company, particularly in the areas of Strategy and Product.
Under his letter of appointment as a Director there is no fixed term and he retires by whichever is the longer period: the third
annual general meeting following his appointment or the third anniversary of appointment. Under a service agreement
Matthew is entitled to receive remuneration of $300 per hour plus GST up to $100,000 per annum. During the reporting
period, the remuneration elected to be received by the Executive Chairman under this agreement is $1 with no further
amounts accruing or payable. The service agreement with Matthew has been extended for 12 months to August 2025 on
the same terms. The appointment and termination details as at 30 June 2024 are as follows:
Name:
Matthew Sandblom
Title:
Educational Technology Strategic Advisor
Agreement commenced:
25 August 2021
Term of agreement:
12 months with option to extend
Termination details:
Either party may terminate on 60 days’ notice
Company may terminate earlier upon material breach of contract.
Other executive KMP have entered into ongoing employment agreements setting out their duties and remuneration. Details
of the CEO's, CFO's and CRO's minimum notice period under these agreements are as follows:
Name
Position held
Contract effective date
Terms of agreement
Notice period(i)
Jose Palmero
CEO
28 May 2021
Ongoing
6 months
Anton Clowes
CFO
26 April 2022
Ongoing
3 months
Lynda Pendino
CRO
1 May 2024
Ongoing
3 months
i.
The Company may also terminate the employment contracts by making a payment in lieu of notice. In the event of serious misconduct
or other specific circumstances warranting summary dismissal, the Company may terminate the employment contracts immediately by
written notice and without payment in lieu of notice.
6. Share-based compensation
Issue of shares
No shares were issued to Directors or any other KMP as part of compensation during the year ended 30 June 2024.
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Remuneration report
30 June 2024
6. Share-based compensation (continued)
Share Appreciation Rights
The Company issued 1,108,422 SARs to KMP during the year ended 30 June 2024. No additional SARs have been granted
to any KMP since the end of the reporting period. No SARs have been issued to NEDs to date.
Name
Number
Accounting grant
date
Accounting
fair value
Exercise
price(i) Vesting date
Expiry date
Jose Palmero
674,535 29 September 2023
$0.49
$0.00
June 2026
If vested, 5 years
from Grant Date
Anton Clowes
219,371 29 September 2023
$0.49
$0.00
June 2026
If vested, 5 years
from Grant Date
Lynda Pendino
214,516 29 September 2023
$0.49
$0.00
June 2026
If vested, 5 years
from Grant Date
i.
There is a nil exercise price. The value of the shares allocated is based on the number of SARs validly exercised multiplied by the
difference between the market price of the shares at the date of exercise and the notional exercise price $1.12 in accordance with the
FY24 LTI plan.
Performance Rights and Options
No performance rights or options were issued to KMP during the year ended 30 June 2024 and no performance rights or
options have been granted to any KMP since the end of the reporting period.
The Company notes that 110,913 Performance Rights under the FY21 LTI Plan lapsed in August 2023. There are no
performance rights or options on issue as at 30 June 2024.
7. Additional disclosures relating to KMP
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of KMP of the
Group, including their personally related parties, is set out below:
Ordinary shares
Balance at
beginning of year
Received as part of
remuneration
Additions
Disposals/
other
Balance at end of
year
Non-executive Directors
Mark Lamont
-
-
-
-
-
Allan Brackin
322,895
-
-
-
322,895
Kathy Ostin
-
-
-
-
-
Belinda Rowe
-
-
17,000
-
17,000
Craig Coleman(i)
53,696,928
-
-
-
53,696,928
Executive KMP
Matthew Sandblom(ii)
136,124,360
-
14,086
-
136,138,446
Jose Palmero(iii)
-
-
-
-
-
Anton Clowes
10,936
-
-
(10,936)
-
Lynda Pendino(iv)
-
-
-
-
-
i.
The balance at the start of the year reflects his indirect interest held through Viburnum Funds Pty Ltd of which he is shareholder and
Director, and/or Viburnum Funds Pty Ltd related entities.
ii.
Interests in shares are held indirectly. Refer to the ASX Appendix 3Y for the nature of the interests held.
iii.
No holding in shares or interests in shares through entities he controls. Jose is a unitholder of the BeL Unit Trust, whose holding in
shares is disclosed to the ASX by the Executive Chairman.
iv.
No holding in shares or interests in shares through entities she controls. Lynda is a unitholder of the BeL Unit Trust.
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Remuneration report
30 June 2024
7. Additional disclosures relating to KMP (continued)
Other share-based holdings
The number of SARs held during the financial year by each Director and other members of KMP of the Group, including
their personally related parties, is set out below:
Executive KMP
Award
Balance at
beginning of
year
Rights
granted
Vested(ii)
Expired/
forfeited/
lapsed(ii)
Balance at
end of year
Jose Palmero
SARs
1,484,587
674,535
-
-
2,159,122
Anton Clowes
SARs
416,845
219,371
-
-
636,216
Lynda Pendino(i)
SARs
463,050
214,516
-
-
677,566
i.
This reflects the SARs held under the LTI Plan issued in FY22, FY23 and FY24. For Lynda Pendino this also includes SARs issued
prior to 1 May 2024 as a non-KMP executive.
ii.
As an outcome of the Group's performance during this reporting period, 50% of the FY22 LTI award to the executive will vest in FY25,
and the other 50% will lapse in FY25.
8. Other transactions with KMP and their related parties
Payment for publishing and distribution services
Since FY21 the Group has entered into a Publishing and Distribution Agreement with Kalaci Pty Ltd (trading as Pascal
Press) ("Kalaci"), a company which both Matthew Sandblom and Jose Palmero have a beneficial economic interest. Under
the agreement, Kalaci receives a share of the net receipts received by Blake from orders placed by Blake customers, and
Blake receives a share of the net receipts received by Kalaci from its sales of various Blake products to Kalaci customers.
The terms of the agreement were negotiated on arm’s-length terms at the time of the Blake acquisition in May 2021 and are
subject to normal publishing terms and conditions. During the year, an expense of $266,030 was incurred and an income of
$161,877 was earned in relation to these services. As at 30 June 2024, $58,407 is payable and $24,180 is receivable in
relation to these services.
Payment for office management and personnel services
The Group completed the services under the Transition Services Agreement with Kalaci commencing in May 2021. For
certain necessary services identified, an office management and personnel services agreement was entered in November
2023. Common services, utilities and personnel shared in the operations at the Company’s head office in Leichhardt have
been reviewed on an arm's-length basis. During the year, an expense of $120,856 was incurred and an income of $56,742
was earned in relation to these services. As at 30 June 2024, $6,495 is receivable in relation to these services.
Lease of office premise from Matthew Sandblom
The Group leases an office premise at 655 Parramatta Road, Leichhardt NSW 2040, from Matthew Sandblom. Presently
the lease continues on a month-to-month basis under the original terms of the lease. The lease was negotiated on arm’s-
length terms at the time of the Blake acquisition and is subject to normal commercial terms and conditions. An independent
valuation was completed in March 2021 to determine the market rent of $410,000 per annum, and further ensured the lease
is on arm’s-length terms and at comparable market rate. During the year, an expense of $398,000 was paid and $945,890
is payable as at 30 June 2024. The amount payable represents the lease liability outstanding as of 30 June 2024.
Payment for software licence fees
The Group has a commercial agreement with ClickView, a company that operates a video technology platform and of which
Matthew Sandblom is a shareholder. Under the agreement, the Group is granted a licence to use ClickView’s video storage,
management and delivery technology to deliver 3P Learning Limited products. This arrangement was on foot prior to 3P
Learning Limited’s acquisition of Blake in May 2021, and remains ongoing on normal commercial terms and conditions.
During the year, an expense of $71,517 was incurred in relation to these services and $20,455 is payable as at 30 June
2024.
56
3P Learning Limited
Remuneration report
30 June 2024
8. Other transactions with KMP and their related parties (continued)
Payment for consultancy services from Matthew Sandblom
The Group entered a consultancy agreement to engage Matthew Sandblom for his services to the Company. The
agreement is with a company of which Matthew is Director and shareholder (ACN 608 009 007). Under the consultancy
agreement, the Group will pay an hourly retainer of $300 per hour up to a cap of $100,000 per annum for strategic advisory
services over the consultancy period. During the year, Matthew elected to receive a nominal fee of $1 under this
agreement. This agreement was renewed in August 2024 for a period of 12 months.
This concludes the remuneration report, which has been audited.
57
58
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under
license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards
Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of 3P Learning Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of 3P Learning Limited for
the financial year ended 30 June 2024 there have been:
i.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Daniel Robinson
Partner
Sydney
16 August 2024
3P Learning Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Note
2024
$ '000
2023
$ '000
Revenue
3
109,949
106,902
Other income
95
486
Total revenue and other income
110,044
107,388
Expenses
Administrative expenses
4
(4,611)
(5,090)
Buy-back of distributor rights
5
(19,628)
-
Corporate advisory costs
(238)
(133)
Deferred contract costs
11
(10,411)
(5,691)
Depreciation and amortisation expenses
6
(10,945)
(9,476)
Employee benefits expense
19
(54,783)
(51,577)
Impairment losses
14
(45,148)
-
Marketing expenses
7
(16,087)
(19,626)
Occupancy expenses
(765)
(844)
Professional fees
(3,114)
(1,899)
Restructure and integration costs
(2,168)
(1,367)
Technology costs
(8,660)
(7,763)
Total operating (loss)/profit
(66,514)
3,922
Interest income calculated using the effective interest method
590
203
Finance costs
(235)
(180)
(Loss)/profit before income tax benefit
(66,159)
3,945
Income tax benefit
8
9,139
2,400
(Loss)/profit after income tax for the year
(57,020)
6,345
Other comprehensive (loss)/income
Items that will be reclassified to profit or loss
Foreign currency translation
(335)
251
Other comprehensive (loss)/income for the year, net of tax
(335)
251
Total comprehensive (loss)/income for the year
(57,355)
6,596
(Loss)/income attributable to:
Owners of 3P Learning Limited
(57,062)
6,370
Non-controlling interest
42
(25)
(57,020)
6,345
Total comprehensive (loss)/income attributable to:
Owners of 3P Learning Limited
(57,397)
6,621
Non-controlling interest
42
(25)
(57,355)
6,596
Cents
Cents
Basic earnings per share
9
(20.77)
2.30
Diluted earnings per share
9
(20.77)
2.30
The accompanying notes form part of these financial statements.
59
3P Learning Limited
Consolidated statement of financial position
As at 30 June 2024
Note
2024
$ '000
2023
$ '000
Assets
Current assets
Cash and cash equivalents
25
1,970
14,010
Term deposits
26
-
7,000
Trade and other receivables
10
6,194
8,393
Inventories
353
410
Deferred contract costs
11
2,402
2,690
Other assets
12
7,938
9,586
Income tax receivables
8
250
685
Total current assets
19,107
42,774
Non-current assets
Plant and equipment
13
1,176
1,304
Intangible assets
14
154,934
205,813
Right-of-use assets
15
1,962
1,472
Deferred contract costs
11
696
911
Other assets
12
183
300
Deferred tax assets
8
20,629
10,161
Total non-current assets
179,580
219,961
Total assets
198,687
262,735
Liabilities
Current liabilities
Trade and other payables
16
7,026
7,472
Borrowings
24
1,000
-
Contract liabilities
17
42,282
45,625
Lease liabilities
15
888
686
Provisions
18
3,960
3,891
Income tax payables
8
59
83
Total current liabilities
55,215
57,757
Non-current liabilities
Contract liabilities
17
2,038
2,861
Lease liabilities
15
1,198
855
Provisions
18
866
613
Total non-current liabilities
4,102
4,329
Total liabilities
59,317
62,086
Net assets
139,370
200,649
Equity
Issued capital
22
212,135
216,589
Reserves
23
8,670
8,475
Accumulated losses
(81,435)
(24,373)
Equity attributable to the owners of 3P Learning Limited
139,370
200,691
Non-controlling interest
-
(42)
Total equity
139,370
200,649
The accompanying notes form part of these financial statements.
60
3P Learning Limited
Consolidated statement of changes in equity
For the year ended 30 June 2024
Issued
capital
$ '000
Reserves
$ '000
Accumulated
losses
$ '000
Non-
controlling
interests
$ '000
Total equity
$ '000
Balance at 1 July 2023
216,589
8,475
(24,373)
(42)
200,649
Loss after income tax benefit for the year
-
-
(57,062)
42
(57,020)
Other comprehensive loss for the year, net of
tax
-
(335)
-
-
(335)
Transactions with owners in their capacity as
owners
Share based payment transactions
-
530
-
-
530
Shares bought back during the year
(4,454)
-
-
-
(4,454)
Balance at 30 June 2024
212,135
8,670
(81,435)
-
139,370
Balance at 1 July 2022
216,589
8,055
(30,743)
(17)
193,884
Profit after income tax benefit for the year
-
-
6,370
(25)
6,345
Other comprehensive income for the year, net
of tax
-
251
-
-
251
Transactions with owners in their capacity as
owners
Share based payment transactions
-
169
-
-
169
Balance at 30 June 2023
216,589
8,475
(24,373)
(42)
200,649
The accompanying notes form part of these financial statements.
61
3P Learning Limited
Consolidated statement of cash flows
For the year ended 30 June 2024
Note
2024
$ '000
2023
$ '000
Cash flows from operating activities:
Receipts from customers
104,915
104,336
Payments to suppliers and employees
(93,523)
(93,436)
Interest received
590
125
Interest and other finance costs paid
(235)
(184)
Income taxes (paid)/received
(717)
15
Payments for buy-back of distributor rights
(20,471)
-
Payments for corporate advisory, and restructure and integration costs
(2,750)
(2,140)
Net cash (used)/generated from operating activities
27
(12,191)
8,716
Cash flows from investing activities:
Payment for purchase of business, net of cash acquired(i)
36
-
(8,507)
Purchase of plant and equipment
13
(474)
(1,190)
Payments for intangibles
14
(3,752)
(2,884)
Proceeds from subleases
-
56
Withdrawal/(investment) in term deposits(ii)
26
7,000
(7,000)
Payment of holding deposit
12
(64)
(250)
Proceeds/(investment) in restricted cash(iii)
12
1,866
(5,435)
Net cash received/(used) in investing activities
4,576
(25,210)
Cash flows from financing activities:
Repayment of lease liabilities
27
(791)
(635)
Proceeds from borrowings
3,000
-
Repayment of borrowings
(2,000)
-
Share buy-back payments
(4,454)
-
Net cash used in financing activities
(4,245)
(635)
Effects of exchange rate changes on cash and cash equivalents
(180)
12
Net decrease in cash and cash equivalents held
(12,040)
(17,117)
Cash and cash equivalents at beginning of year
14,010
31,127
Cash and cash equivalents at end of financial year
25
1,970
14,010
i.
In the prior year, net cash paid for business combination of $8.5 million comprises $9.0 million payment less acquired
cash balances of $0.5 million.
ii.
Short-term deposits with a maturity date of more than 3 months are classified as term deposits; refer to note 26.
iii.
Restricted cash is classified as other assets; refer to note 12.
The accompanying notes form part of these financial statements.
62
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
1
General information
The consolidated financial statements cover 3P Learning Limited as a Group consisting of 3P Learning Limited (the
"Company" or "parent entity") and the entities it controlled at the end of, or during, the financial year (collectively
referred to as the "Group").
3P Learning Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
655 Parramatta Road
Leichhardt NSW 2040
A description of the nature of the Group's operations and its principal activities are included in the Directors' report,
which is not part of the consolidated financial statements.
Each of the entities within the Group prepare their financial statements based on the currency of the primary economic
environment in which the entity operates (functional currency). The consolidated financial statements are presented in
Australian dollars which is the parent entity’s functional and presentation currency.
The consolidated financial statements were authorised for issue, in accordance with a resolution of Directors on
16 August 2024. The Directors have the power to amend and reissue the consolidated financial statements.
Comparatives are consistent with prior years, unless otherwise stated.
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1
Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ("AASB") and the
Corporations Act 2001 (Cth), as appropriate for for-profit oriented entities. These consolidated financial statements
also comply with International Financial Reporting Standards as issued by the International Accounting Standards
Board ("IASB").
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying the Group's accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant
to the consolidated financial statements, are disclosed in note 1.3.
Net current asset deficiency
As at 30 June 2024, the Group was in a net current liability position of $36.1 million (2023: $15.0 million) of which
$42.3 million (2023: $45.6 million) are contract liabilities that are expected to be recognised as revenue in the next
financial year with no further cash outflows to the Group. The Group also incurred net loss of $57.0 million, out of
which $45.1 million relates to non-cash impairment losses. As at 30 June 2024, management has assessed the
Group's ability to meet its obligations, continue its operations and realise its assets in the ordinary course of business
and determined that the financial statements continue to be prepared on a going concern basis.
63
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
1.2
Material accounting policies
Parent entity information
In accordance with the Corporations Act 2001 (Cth), these consolidated financial statements present the results of the
Group only. Supplementary information about the parent entity is disclosed in note 34.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of 3P Learning Limited as
at 30 June 2024 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with
the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly
in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss
and other comprehensive income, statement of financial position and statement of changes in equity of the Group.
Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit
balance.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
Group recognises the fair value of the consideration received and the fair value of any investment retained together
with any gain or loss in profit or loss.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12
months after the reporting period; or the asset is cash or cash equivalent, unless restricted from being exchanged or
used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is
held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other
liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
64
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
1.2
Material accounting policies (continued)
Goods and services tax ("GST")
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as
part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to "rounding-off". Amounts in this report have been rounded off in accordance with
that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
New accounting standards and interpretations issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory have not been early adopted by the Group for the annual reporting period ended 30 June 2024. The
adoption of these Accounting Standards and Interpretations is not expected to have any significant impact on the
Group’s consolidated financial statements.
AASB 18 Presentation and Disclosure in Financial Statements was issued in June 2024 and replaces AASB
101 Presentation of Financial Statements. The new standard introduces new requirements for the consolidated
statement of profit or loss and other comprehensive income, including:
new categories for the classification of income and expenses into operating, investing and financing categories;
and
presentation of subtotals for “operating profit” and “profit before financing and income taxes”.
Additional disclosure requirements are introduced for management-defined performance measures and new principles
for aggregation and disaggregation of information in the notes and the primary financial statements and the
presentation of interest and dividends in the consolidated statement of cash flows. The new standard is effective for
annual periods beginning on or after 1 January 2027 and will first apply to the Group for the financial year ending
30 June 2028.
This new standard is not expected to have an impact on the recognition and measurement of assets, liabilities, income
and expenses. However, there will likely be changes in how the consolidated statement of profit or loss and other
comprehensive income and the consolidated statement of financial position line items are presented as well as some
additional disclosures in the notes to the financial statements. The Group is in the process of assessing the impact of
the new standard.
65
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
1.2
Material accounting policies (continued)
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by AASB that are
mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not
have any significant impact on the financial performance or position of the Group.
The Group adopted Disclosure of Accounting Policies (Amendments to AASB 101 and IFRS Practice Statement 2)
effective for annual reporting periods starting after 1 January 2023. The amendments did not result in any changes to
the accounting policies and accounting policy information disclosed in the financial statements.
The amendments require the disclosure of "material", rather than "significant", accounting policies. The amendments
also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide
useful, entity-specific accounting policy information that users need to understand other information in the financial
statements.
Management reviewed the accounting policies and made updates to information disclosed in Note 1.2 Material
accounting policies (2023: Significant accounting policies) in certain instances in line with the amendments.
The Group has also adopted Deferred Tax related to Asset and Liabilities arising from a Single Transaction
(Amendments to AASB 112) effective for annual reporting periods starting after 1 January 2023. The amendments
narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting
temporary differences, e.g. leased and decommissioning liabilities. For leases and decommissioning liabilities, an
entity is required to recognise the associated deferred tax assets and liabilities from the beginning of the earliest
comparative period presented, with any cumulative effect recognised as an adjustment to retained earnings or other
components of equity at that date. For all other transactions, an entity applies the amendments to transactions that
occur after the beginning of the earliest period presented. The change in accounting policy is reflected in the Group’s
consolidated financial statements as at and for the year ended 30 June 2024. It has no material impact on the
consolidated financial statements.
Change in accounting policy
The Group changed its accounting policy relating to deferred contract costs, which is the cost to obtain a contract.
The Group previously elected to apply the optional practical expedient for B2C service provider costs. This allowed the
Group to immediately expense the B2C service provider costs (included under marketing expenses) because the
amortisation period of the asset that the Group otherwise would have used is one year or less.
During the current year the Group changed the accounting policy to no longer apply the practical expedient. Service
provider costs are capitalised and expensed over the period of the customer contract.
The aggregate effect of the change in accounting policy on the consolidated financial statements for the year ended 30
June 2024 of an additional $0.3 million was capitalised to deferred contract costs to increase the deferred contract
costs asset and reduce the deferred contract costs expense in the consolidated statement of profit or loss and other
comprehensive income; refer to note 11. Management has determined that the change in accounting policy does not
result in a material impact, therefore the comparative year result is not restated.
1.3
Critical accounting estimates and judgements
The preparation of the consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the consolidated financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management based its judgements, estimates and assumptions on historical experience and on other factors,
including expectations of future events which management believes to be reasonable under the circumstances. The
resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities (refer to the respective notes) within the next financial year are discussed below:
66
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
1.3
Critical accounting estimates and judgements (continued)
Judgements:
Lease extension options: refer to note 15;
Estimates and assumptions:
Income tax: refer to note 8;
Recovery of deferred tax assets: refer to note 8;
Allowance for expected credit losses: refer to note 10;
Estimation of useful lives of assets: refer to note 13;
Goodwill: refer to note 14;
Product development costs: refer to note 14;
Impairment of non-financial assets other than goodwill: refer to note 14; and
Business combinations: refer to note 36.
2
Operating segments
Identification of reportable segments
The Group is organised into two operating segments based on end-users or customers: Business-to-School ("B2B")
and Business-to-Consumer ("B2C"). Items not attributable to individual segments are shown as Corporate expenses.
These operating segments are based on the internal reports that are reviewed and used by the Board of Directors
("Board") and Chief Executive Officer (who are identified as the Chief Operating Decision Makers ("CODM")) in
assessing performance and in determining the allocation of resources. The CODM review Underlying EBITDA
representing earnings before interest, tax, depreciation and amortisation, excluding buy-back of distributor rights,
corporate advisory costs, impairment losses, restructure and integration costs, and unrealised foreign exchange losses
and gains.
Other than the underlying adjustments above, the accounting policies adopted for internal reporting to the CODM are
consistent with those adopted in the consolidated financial statements. The information reported to the CODM is on a
monthly basis. The CODM do not regularly review segment assets and segment liabilities. Refer to consolidated
statement of financial position for assets and liabilities.
Products and services
Refer to note 3 for information on the Group's products and services.
Major customers
There are no major customers that contributed more than 10% of revenue to the Group recognised for the year ended
30 June 2024 or 30 June 2023.
67
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
2
Operating segments (continued)
Operating segment information
30 June 2024
B2B
$ '000
B2C
$ '000
Total
Segment
$ '000
Corporate
$ '000
Total Group
$ '000
Revenue
Sales to external customers
66,844
43,105
109,949
-
109,949
Other income
80
15
95
-
95
Total revenue and other income
66,924
43,120
110,044
-
110,044
Underlying EBITDA(i)
5,040
9,190
14,230
(2,226)
12,004
Buy-back of distributor rights
(19,628)
Corporate advisory costs
(238)
Depreciation and amortisation expenses
(10,945)
Impairment losses
(45,148)
Restructure and integration costs
(2,168)
Unrealised foreign exchange loss
(391)
Total operating loss
(66,514)
Interest income
590
Finance costs
(235)
Loss before income tax benefit
(66,159)
Income tax benefit
9,139
Loss after income tax benefit
(57,020)
30 June 2023
B2B
$ '000
B2C
$ '000
Total
Segment
$ '000
Corporate
$ '000
Total Group
$ '000
Revenue
Sales to external customers
66,410
40,492
106,902
-
106,902
Other income
247
239
486
-
486
Total revenue and other income
66,657
40,731
107,388
-
107,388
Underlying EBITDA(i)
12,570
5,595
18,165
(2,303)
15,862
Corporate advisory costs
(133)
Depreciation and amortisation expenses
(9,476)
Restructure and integration costs
(1,367)
Unrealised foreign exchange loss
(964)
Total operating profit
3,922
Interest income
203
Finance costs
(180)
Profit before income tax benefit
3,945
Income tax benefit
2,400
Profit after income tax benefit
6,345
i. Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding buy-back of
distributor rights, corporate advisory costs, impairment losses, restructure and integration costs, and unrealised foreign
exchange losses and gains.
68
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
2
Operating segments (continued)
Material accounting policy - operating segment
Operating segments are presented on the same basis as the internal reports provided to the CODM. The CODM are
responsible for the allocation of resources to operating segments and assessing their performance.
3
Revenue
Revenue from contracts with customers is disaggregated into the following categories:
2024
$ '000
2023
$ '000
Licence fees
105,604
102,685
Copyright licence fees
3,062
2,843
Other revenue
1,283
1,374
Total revenue
109,949
106,902
Revenue by geographic regions
Asia-Pacific (APAC)
58,500
56,410
North and South America (AMER)
29,955
29,319
Europe, Middle East and Africa (EMEA)
21,494
21,173
Total revenue
109,949
106,902
The relationship between the disaggregated revenue information set out above and the segment information is
explained below:
The segment revenue disclosed in note 2 is based on the end users or customers. The Group's main revenue
generating activity is the worldwide sale of online educational programs via licence fees and the sale of these products
are recognised over time within licence fees.
The Group generates licence fees in the B2B and B2C operating segments. Copyright licence fees and ancillary
revenue streams are generated only in the B2B operating segment. Other revenue includes the sale of workbooks,
ebooks and professional learning in the B2B and B2C operating segments.
Licence fees are recognised over time. All other revenue streams are recognised at a point in time.
The revenue recognised in the year that was included in the contract liabilities balance at the beginning of the period
was $45.6 million (2023: $45.9 million). Contract liabilities are generally incurred at the beginning of the contract
period. Refer to note 17 for details on contract liabilities.
69
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
3. Revenue (continued)
Material accounting policy - revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the
contract with a customer; identifies the performance obligations in the contract; determines the transaction price which
takes into account estimates of variable consideration and the time value of money; allocates the transaction price to
the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or
service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that
depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events.
Such estimates are determined using either the "expected value" or "most likely amount" method, depending on which
method the Group expects to better predict the amount of consideration it will receive.
The measurement of variable consideration is subject to a constraining principle whereby revenue will only be
recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue
recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable
consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially
recognised as contract liabilities in the form of a separate refund liability.
Revenue where performance obligations are not met is recognised as contract liabilities. The current contract liabilities
are revenue expected to be recognised within one year. A majority of the non-current contract liabilities are expected to
be recognised within three years. Refer to note 17.
Licence fees
The Group recognises revenue pursuant to software licence agreements upon the provision of access to its customers
of the Group’s intellectual property as it exists at any given time during the period of the licence. Revenue is therefore
recognised over the duration of the agreement or for as long as the customer has been provided access, when it is
probable that the Group will collect the consideration in exchange for access to the software licence specified in the
agreements.
Copyright licence fee
Copyright licence fee revenue is earned in relation to the Group's material and resources when they are reproduced by
third parties. Revenue is recognised when the Group's entitlement is assessed by the copyright agency.
4
Administrative expenses
2024
$ '000
2023
$ '000
Bad debts provision reversal
(82)
(25)
Copyright agency fees
546
538
Insurance expenses
550
811
Merchant fees
842
866
Net foreign exchange loss
387
749
Other operating expenses
1,655
1,550
Travel expenses
713
601
Total administrative expenses
4,611
5,090
70
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
5
Buy-back of distributor rights
2024
$ '000
2023
$ '000
Buy-back of distributor rights
19,628
-
On 21 December 2023, Blake eLearning Pty Ltd, a wholly owned subsidiary, entered into a binding agreement with
Edmentum Inc. to re-acquire the US schools Distribution Rights for Reading Eggs effective 2 February 2024.
The Rights cost totalled $20.5 million (USD 13.3 million), including a foreign exchange rate loss of $0.8 million. These
Rights, prior to being assigned in perpetuity to Edmentum Inc. in 2010, were an “internally generated intangible asset”
which cannot be capitalised under Australian Accounting Standards irrespective of how the costs are incurred, e.g.
paid to a third party (Edmentum Inc.). As a result, the total Rights cost has been expensed in full during the year.
6
Depreciation and amortisation expenses
2024
$ '000
2023
$ '000
Amortisation of other intangible assets
2,078
1,283
Amortisation of other intangible assets from business combinations
7,405
6,792
Depreciation of right-of-use assets
874
887
Depreciation of plant and equipment
588
514
Total depreciation and amortisation expenses
10,945
9,476
7
Marketing expenses
2024
$ '000
2023
$ '000
Advertising expenses
14,144
13,634
Commission paid on applicable sales
-
4,505
Other marketing expenses
1,943
1,487
Total marketing expenses
16,087
19,626
In the prior year, the Group elected to apply the optional practical expedient approach on commission paid for
applicable B2C services provider costs. From 1 July 2023, the Group no longer applies the optional practical
expedient. The B2C service provider costs were capitalised and included in the movement and reconciliation of
deferred contract costs; refer to note 11. Management has determined that the change in accounting policy does not
result in a material impact, therefore the comparative year result is not restated.
8
Taxation
8.1 The major components of tax income comprise:
2024
$ '000
2023
$ '000
Current tax
Income tax - current year
1,807
345
Income tax - recognised in current tax for prior years
(478)
88
Deferred tax
Origination and reversal of temporary differences
(10,468)
(2,833)
Total income tax benefit
(9,139)
(2,400)
71
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
8
Taxation (continued)
Reconciliation of income tax to accounting profit:
2024
$ '000
2023
$ '000
(Loss)/profit before income tax
(66,159)
3,945
Statutory tax rate
30.0%
30.0%
Tax expense/(benefit) at the statutory tax rate
(19,848)
1,184
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses - impairment losses
13,544
-
Other non-deductible expenses
311
63
Impact of foreign tax rates
267
1,219
Current year tax benefit not recognised
-
45
Research and development tax offset
(243)
(239)
Foreign exchange fluctuations
(106)
30
Non-assessable income
-
(72)
Assessed losses recognised
(2,586)
(4,718)
(8,661)
(2,488)
Adjustments in respect of current income tax for the previous year
(478)
88
Income tax benefit
(9,139)
(2,400)
Tax losses not recognised relating to various tax jurisdictions
2024
$ '000
2023
$ '000
Unused tax losses for which no deferred tax asset has been recognised
31,822
36,828
Potential tax benefit at statutory tax rates
9,013
10,167
Unrecognised tax benefits includes $8.4 million unused capital losses on disposal of investments (2023: $8.4 million).
No expiry dates are applicable to the unused tax losses.
Material accounting policy - income tax expense/(benefit)
The income tax expense or benefit for the year is the tax payable on that year's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior years, where
applicable.
8.2 Current tax assets/(liabilities)
2024
$ '000
2023
$ '000
Income tax receivables
250
685
Income tax payables
(59)
(83)
Material accounting policy - current tax assets/(liabilities)
Current tax is the amount of income taxes payable/(recoverable) in respect of the taxable profit/(loss) for the year and
is measured at the amount expected to be paid to/(recovered from) the taxation authorities, using the tax rates and
laws that have been enacted or substantively enacted by the end of the reporting period. Current tax liabilities/(assets)
are measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority.
72
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
8
Taxation (continued)
Critical accounting judgements, estimates and assumptions - current tax assets/(liabilities)
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in
determining the provision for income tax. There are transactions and calculations undertaken during the ordinary
course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated
tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these
matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in
the year in which such determination is made.
8.3 Deferred tax assets/(liabilities)
30 June 2024
Opening
balance
$ '000
Charged to
income
$ '000
Closing
balance
$ '000
Deferred tax assets/(liabilities)
Accrued expenses
2,521
4,274
6,795
Contract liabilities
10,337
(347)
9,990
Intangibles
(7,362)
4,023
(3,339)
Lease liabilities
222
194
416
Plant and equipment
(128)
39
(89)
Research and development credits
3,259
970
4,229
Right-of-use assets
(219)
(181)
(400)
Deferred expenses
(987)
120
(867)
Unrealised foreign exchange fluctuation
409
(70)
339
Assessed losses recognised
2,109
1,446
3,555
Balance at 30 June 2024
10,161
10,468
20,629
30 June 2023
Opening
balance
$ '000
Charged to
income
$ '000
Additions
through
business
combination
$ '000
Closing
balance
$ '000
Deferred tax assets/(liabilities)
Accrued expenses
2,532
(19)
8
2,521
Contract liabilities
9,914
388
35
10,337
Intangibles
(8,811)
2,283
(834)
(7,362)
Lease liabilities
323
(101)
-
222
Plant and equipment
(62)
(66)
-
(128)
Research and development credits
3,124
135
-
3,259
Right-of-use assets
(302)
83
-
(219)
Deferred expenses
1,284
(2,271)
-
(987)
Unrealised foreign exchange fluctuation
117
292
-
409
Prior year assessed losses recognised
-
2,109
-
2,109
Balance at 30 June 2023
8,119
2,833
(791)
10,161
73
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
8
Taxation (continued)
Material accounting policy - deferred tax
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied
when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively
enacted, except for:
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and that, at the time of the transaction, affects neither the
accounting nor taxable profits;
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures,
and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in
the foreseeable future; or
The Group has also adopted Deferred Tax related to Asset and Liabilities arising from a Single Transaction
(Amendments to AASB 112) effective for annual reporting periods starting after 1 January 2023. The amendments
narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting
temporary differences, e.g. leased and decommissioning liabilities. For leases and decommissioning liabilities, an
entity is required to recognise the associated deferred tax assets and liabilities from the beginning of the earliest
comparative period presented, with any cumulative effect recognised as an adjustment to retained earnings or
other components of equity at that date. For all other transactions, an entity applies the amendments to
transactions that occur after the beginning of the earliest period presented. The change in accounting policy is
reflected in the Group’s consolidated financial statements as at and for the year ended 30 June 2024. It has no
material impact on the consolidated financial statements.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is
probable that taxable profit will be available against which the deductible temporary difference can be utilised. The
carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Previously
unrecognised deferred tax assets are recognised to the extent that it has become probable that there are future
taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
3P Learning Limited (the "head entity") and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime.
Research and development rebates
Research and development rebates are credited against tax expense and are not treated as revenue.
Critical accounting judgements, estimates and assumptions - recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and tax losses only if the Group considers it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
9
Earnings per share
Reconciliation of earnings to profit or loss
2024
$ '000
2023
$ '000
(Loss)/profit after income tax
(57,020)
6,345
Non-controlling interest
(42)
25
Earnings used to calculate basic earnings per share (EPS)
(57,062)
6,370
74
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
9
Earnings per share (continued)
Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS.
2024
No.
2023
No.
Weighted average number of ordinary shares used in calculating basic EPS
274,797,646
276,484,170
Weighted average number of ordinary shares used in calculating dilutive EPS
274,797,646
276,484,170
Basic and diluted EPS
2024
Cents
2023
Cents
Basic earnings per share
(20.77)
2.30
Diluted earnings per share
(20.77)
2.30
The Group commenced an on-market buy-back of its ordinary shares up to a maximum value of $10.0 million
(excluding transaction costs) on 23 August 2023. During the year, the Group brought pack 3,577,648 ordinary shares
at a cost of $4.5 million (excluding transaction costs). Refer to note 22 for further details of the buy-back.
Material accounting policy - earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of additional ordinary shares that would have been outstanding assuming
conversion of all dilutive potential ordinary shares.
10
Trade and other receivables
2024
$ '000
2023
$ '000
Trade receivables
6,220
8,218
Less: Allowance for expected credit losses
(36)
(118)
Total trade receivables
6,184
8,100
GST receivable
-
225
Other receivable
10
68
Total current trade and other receivables
6,194
8,393
The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term
nature of the balances.
The Group has recognised a gain of $82,000 (2023: $25,000) in profit or loss in respect of changes in the expected
credit losses provision of receivables for the year ended 30 June 2024.
75
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
10
Trade and other receivables (continued)
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables in the
consolidated financial statements.
Allowance for expected credit losses
30 June 2024
Expected
credit loss
rate
Carrying
amount
$ '000
Allowance for
expected
credit losses
$ '000
Not overdue
0.4%
4,536
19
Less than 3 months overdue
0.1%
1,442
1
3 to 6 months overdue
0.0%
29
-
More than 6 months overdue
7.5%
213
16
Total
6,220
36
30 June 2023
Expected
credit loss
rate
Carrying
amount
$ '000
Allowance for
expected
credit losses
$ '000
Not overdue
0.5%
6,649
37
Less than 3 months overdue
0.2%
1,242
2
3 to 6 months overdue
0.0%
19
-
More than 6 months overdue
25.7%
308
79
Total
8,218
118
Each subsidiary has a specific expected credit loss rate, based on the future expectations of the region. The
movement in percentages of expected loss rates changed due to a change in the composition of aged receivables in
each subsidiary. The rates shown in the table above represent the consolidated effective credit loss rate for the year
and the change from prior year reflects a change in the distribution of aged receivables across different subsidiaries.
Movements in the allowance for expected credit losses are as follows:
2024
$ '000
2023
$ '000
Opening balance
118
148
Amount used
-
-
Unused amounts reversed
(82)
(25)
Exchange differences
-
(5)
Closing balance
36
118
Material accounting policy - trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected
loss allowance. The Group has established a provision matrix that is based on its historical credit loss experience,
adjusted for forward-looking factors specific to the debtors and the economic environment.
76
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
10
Trade and other receivables (continued)
Material accounting policy - trade and other receivables (continued)
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Trade and other receivables is derecognised when, and only when, the contractual rights to the cash flows from the
trade and other receivables expire or transferred, or control of the asset is not retained or substantially all of the risks
and rewards of ownership of the trade and other receivables are transferred to another party. On derecognition, the
difference between the carrying amount and the sum of consideration received is recognised in profit or loss.
Critical accounting judgements, estimates and assumptions - allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on
the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall
expected credit loss rate for each group. These assumptions include recent sales experience, historical collection
rates, and forward-looking information that is available. The allowance for expected credit losses is calculated based
on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.
11
Deferred contract costs
2024
$ '000
2023
$ '000
Current assets
Deferred contract costs
2,402
2,690
Non-current assets
Deferred contract costs
696
911
Total deferred contract costs
3,098
3,601
Reconciliation of deferred contract costs
2024
$ '000
2023
$ '000
Opening balance
3,601
2,439
Additions
9,908
6,853
Deferred contract costs
(10,411)
(5,691)
Closing balance
3,098
3,601
Material accounting policy - deferred contract costs
Deferred contract costs represent capitalised distributor commissions incurred to obtain customer contracts. When
those costs support the delivery of goods and services in the future and are expected to be recovered, they are
deferred in the statement of financial position and expensed on a basis consistent with the transfer of goods and
services to which these costs relate. The Group expenses deferred contract costs over the term that reflects the
expected period of the benefit.
Material accounting policy - costs to obtain a contract
The Group has elected to apply the optional practical expedient for sales commissions paid to employees for contracts
obtained from external customers in relation to B2B sales. This allows the Group to immediately expense sales
commissions (included under employee expenses) because the amortisation period of the asset that the Group
otherwise would have used is one year or less.
77
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
11
Deferred contract costs (continued)
Change in accounting policy - costs to obtain a contract
The Group previously elected to apply the optional practical expedient for B2C service provider costs. This allowed the
Group to immediately expense the B2C service provider costs (included under marketing expenses) because the
amortisation period of the asset that the Group otherwise would have used is one year or less. During the current year
the Group changed the accounting policy to no longer apply the practical expedient. Service provider costs are
capitalised and expensed over the period of the customer contract. The aggregate effect of the change in accounting
policy on the consolidated financial statements for the financial year ended 30 June 2024 of an additional $0.3 million
was capitalised to deferred contract costs to increase the deferred contract costs asset and reduce the deferred
contract costs expense in the consolidated statement of profit or loss and other comprehensive income. Management
has determined that the change in accounting policy does not result in a material impact, therefore the comparative
year result is not restated.
12
Other assets
2024
$ '000
2023
$ '000
Current assets
Prepayments
3,439
3,285
Holding deposit
359
295
Restricted cash
4,140
6,006
Total current assets
7,938
9,586
Non-current assets
Prepayments
183
300
Restricted cash refers to security deposits held by Westpac Banking Corporation and National Australia Bank in
relation to merchant banking facilities.
13
Plant and equipment
Furniture and
fittings
$ '000
Office
equipment
$ '000
Computer
equipment
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
503
124
677
1,304
Additions
12
15
447
474
Disposals
-
-
(5)
(5)
Depreciation expenses
(98)
(31)
(459)
(588)
Foreign exchange movements
(4)
(1)
(4)
(9)
Closing balance
413
107
656
1,176
Year ended 30 June 2024
Cost
697
205
1,717
2,619
Accumulated depreciation
(284)
(98)
(1,061)
(1,443)
Balance at the end of the year
413
107
656
1,176
78
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
13
Plant and equipment (continued)
Furniture and
fittings
$ '000
Office
equipment
$ '000
Computer
equipment
$ '000
Total
$ '000
Year ended 30 June 2023
Opening balance
183
74
414
671
Additions
456
79
655
1,190
Disposals
(40)
(7)
(27)
(74)
Depreciation expenses
(104)
(30)
(380)
(514)
Foreign exchange movements
8
8
15
31
Closing balance
503
124
677
1,304
Year ended 30 June 2023
Cost
693
194
1,299
2,186
Accumulated depreciation
(190)
(70)
(622)
(882)
Balance at the end of the year
503
124
677
1,304
Material accounting policy - plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment over
their expected useful lives as follows:
Furniture and fittings
Three to seven years
Computer equipment
Two to three years
Office equipment
Three to five years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting
date.
An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Critical accounting judgements, estimates and assumptions - estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated, or technically obsolete or non-strategic assets that have been abandoned or sold.
79
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
14
Intangible assets
Patents and
trademarks
$ '000
Intellectual
property
$ '000
Customer
contracts
and
distributor
relationships
$ '000
Goodwill
$ '000
Product
development
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
265
430
4,182
177,052
23,884
205,813
Additions
47
67
-
-
3,638
3,752
Amortisation expenses
(36)
(182)
(1,809)
-
(7,456)
(9,483)
Impairment loss
-
-
-
(44,520)
(628)
(45,148)
Closing balance
276
315
2,373
132,532
19,438
154,934
Year ended 30 June 2024
Cost
386
792
8,190
177,052
43,126
229,546
Accumulated amortisation
and impairment
(110)
(477)
(5,817)
(44,520)
(23,688)
(74,612)
Balance at the end of the
year
276
315
2,373
132,532
19,438
154,934
Patents and
trademarks
$ '000
Intellectual
property
$ '000
Customer
contracts
and
distributor
relationships
$ '000
Goodwill
$ '000
Product
development
$ '000
Total
$ '000
Year ended 30 June 2023
Opening balance
165
424
2,674
171,293
26,391
200,947
Additions
117
172
-
-
2,595
2,884
Additions through business
combinations
-
-
2,780
5,759
1,518
10,057
Amortisation expenses
(17)
(166)
(1,272)
-
(6,620)
(8,075)
Closing balance
265
430
4,182
177,052
23,884
205,813
Year ended 30 June 2023
Cost
340
725
8,190
177,052
40,238
226,545
Accumulated amortisation
(75)
(295)
(4,008)
-
(16,354)
(20,732)
Balance at the end of the
year
265
430
4,182
177,052
23,884
205,813
80
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
14
Intangible assets (continued)
Impairment testing of intangible assets - current financial year
The goodwill acquired through business combinations has been allocated to the following cash-generating units
("CGU"):
2024
$ '000
2023
$ '000
B2B
89,784
89,784
B2C
42,748
87,268
Total
132,532
177,052
During the prior year, the acquisition of Brightpath on 30 September 2022 gave rise to an additional goodwill of
$5.8 million (refer to note 36 for further details). Goodwill acquired through business combinations is allocated to the
lowest level within the entity at which the goodwill is monitored, being the two cash generating units, B2B and B2C.
Goodwill impairment - B2C CGU
The Blake acquisition on 28 May 2021 gave rise to goodwill of $166.9 million which was allocated to the B2B and B2C
CGUs based on the expected value-in-use for each CGU, resulting in $87.3 million goodwill allocated to the B2C CGU.
In testing for impairment at 30 June 2023, the recoverable amount of the B2C CGU exceeded its carrying amount by
$6.6 million. The financial statements ended 30 June 2023 noted that the recoverable amount of the B2C CGU was
particularly sensitive to changes in the underlying assumptions. In particular, changes to the following underlying
assumptions were deemed to be reasonably possible, and would have resulted in an impairment of the B2C CGU
goodwill balance at 30 June 2023:
A 6.5% reduction in the forecast EBITDA, including the terminal year, would reduce headroom to nil.
An increase in the post-tax discount rate to 11.5% (from 11.0%) would reduce headroom to nil.
During the current year the B2C segment achieved modest growth in revenue and Underlying EBITDA. However, this
growth was below the Group’s previous expectations and as a result the forward-looking cash flow projections included
in the value in use models for the B2C CGU were adjusted downwards for slightly higher than expected customer
churn and bearish macroeconomic factors. The discount rate of 11.5% (30 June 2023: 11.0%) and terminal growth
rate of 2.5% (30 June 2023: 3.0%) have been updated for current market conditions.
As a result, the carrying amount of the B2C CGU was determined to be higher than the recoverable amount and a
goodwill impairment of $44.5 million (30 June 2023: nil) was recognised.
The impairment was fully recognised against goodwill.
81
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
14
Intangible assets (continued)
Value in use calculation of CGUs
In assessing the value in use, the estimated future cash flows are discounted to their present value using a post-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Key estimates and judgments:
2024
$ '000
2023
$ '000
B2B segment
Compound annual growth rate in revenue (years 1-5)
6.5%
7.9%
Compound annual growth rate in expenses (years 1-5)
4.3%
3.5%
Discount rate (post tax)
11.5%
11.0%
Discount rate (pre tax)
16.2%
14.6%
Terminal growth rate
2.5%
3.0%
2024
$ '000
2023
$ '000
B2C segment
Compound annual growth rate in revenue (years 1-5)
5.2%
8.0%
Compound annual growth rate in expenses (years 1-5)
4.8%
4.7%
Discount rate (post tax)
11.5%
11.0%
Discount rate (pre tax)
16.1%
14.0%
Terminal growth rate
2.5%
3.0%
Sensitivity of assumptions
Management have made judgements and estimates in respect of impairment testing of goodwill. The calculation of
value in use for the two CGUs is most sensitive to the following assumptions:
Revenue growth
Expense growth
Discount rates
Terminal growth rates.
Revenue growth
Revenue projections have been constructed with reference to the FY24 results and a five-year forward plan. The
earlier years are estimated through specific billing assumptions based on the current customer base. The years
thereafter are based on expected future growth rates.
Expense growth
Management forecasts operating costs based on the current structure of the business, adjusted for inflationary
increases but not reflecting unplanned future restructuring and cost-saving measures.
82
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
14
Intangible assets (continued)
Discount rates
The discount rate is calculated based on the weighted average cost of capital ("WACC"). The WACC considers both
debt and equity. The cost of equity is derived from the expected return on investments by the CGU's investors. The
cost of debt is derived from the interest rate of the Group's loan facility.
Terminal growth rate
The terminal growth rate was determined based on management's estimate of the long-term compounded annual
EBITDA growth rate, consistent with the assumptions that a market participant would make.
B2B sensitivity - reasonably possible changes of assumptions
For the B2B CGU, any reasonable possible change in the key assumptions on which the recoverable amount is based
would not cause the CGU’s carrying amount to exceed its recoverable amount.
B2C sensitivity - reasonably possible changes of assumptions
Following the impairment taken in the current period, any adverse change in key assumptions will result in further
impairment. Holding all other assumptions constant, the following changes or higher key inputs could result in changes
in the recoverable amount of the CGU. If there was a decrease of 1 percentage point in the compound annual growth
rate in revenue (year 1-5), it would result in a further impairment of $12.6 million and a 1 percentage point increase in
the compound annual growth rate in expenses (year 1-5) would result in further impairment of $11.4 million. A 1
percentage point increase in the discount rate would result in a further impairment of $4.4 million. A 1 percentage point
decrease in the terminal growth rate would result in a further impairment of $3.3 million.
Impairment of other non-financial assets
In December 2023, the Group launched the Master Maths Island app for use on iOS devices. The app is related to the
B2C CGU. The economic performance of the app has been below the initial expectations of Management, which is an
indicator of impairment. At 30 June 2024 the expected recoverable amount is lower than the carrying value and the
remaining carrying amount of $0.6 million was fully impaired. The impairment is fully recognised against the carrying
amount of other non-financial assets.
Material accounting policy - intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair
value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life
intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible
assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in
profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal
proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets
are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively
by changing the amortisation method or period.
Internally generated intangible assets, excluding capitalised development costs, are not capitalised and an expense is
recognised in the statement of comprehensive income in the year in which the expenditure is incurred.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried
at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not
subsequently reversed.
83
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
14
Intangible assets (continued)
Material accounting policy - intangible assets (continued)
Product development
Research costs are expensed in the year in which they are incurred. Costs incurred for the development of software
code that enhances, modifies, or creates additional capability to existing controlled systems, and meets the definition
and recognition criteria are recognised as intangible software assets. Development costs are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility; the Group is able to use
or sell the asset; the Group has sufficient resources and intent to complete the internal development and their costs
can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their
expected benefit, being their finite useful life of three years. Amortisation of the asset begins when development is
complete and the asset is available for use.
Capitalised development costs, including acquired product development, are amortised on a straight-line basis over
the period of the expected benefit, being their finite useful life of three to five years.
Intellectual property
Significant costs associated with acquired intellectual property rights are deferred and amortised on a straight-line
basis over the period of their expected benefit, being their finite life of up to five years.
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the
period of their expected benefit, being their finite useful life of three to ten years.
Customer contracts and distributor relationships
Customer contracts and distributor relationships acquired are amortised over the period in which the related benefits
are expected to be realised, being their finite useful life of between one and two years for customer contracts and five
years for distributor relationships. Customer contracts acquired in the Brightpath acquisition are amortised over twelve
years.
Material accounting policy - impairment of non-financial assets
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is
the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the
asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped
together to form a cash-generating unit.
Critical accounting judgements, estimates and assumptions - goodwill
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether
goodwill has suffered any impairment. The recoverable amounts of cash generating units have been determined based
on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates
based on the current cost of capital and growth rates of the estimated future cash flows.
84
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
14
Intangible assets (continued)
Critical accounting judgements, estimates and assumptions - impairment of non-financial assets other than
goodwill
The Group assesses the impairment of non-financial assets other than goodwill at each reporting date by evaluating
conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists,
the recoverable amount of the asset is determined. This involves assessing the value of the asset at fair value less
costs of disposal and using value-in-use models which incorporate a number of key estimates and assumptions.
Critical accounting judgements, estimates and assumptions - product development costs
The Group capitalises development costs for a project in accordance with the accounting policy. Initial capitalisation of
costs is based on management’s judgement that technological and economic feasibility is confirmed. In determining
the amounts to be capitalised, as with the nature of Software-as-a-Service delivery model, key judgements are
required in determining whether incremental product enhancements will provide additional future economic benefit.
15
Leases
The Group as a lessee
The Group leases office premises under agreements of between one to six years with, in some cases, options to
extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated. The Group
also leases office equipment under agreements of between one to three years.
15.1 Reconciliation of right-of-use assets
Office
premises
$ '000
Office
equipment
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
1,415
57
1,472
Depreciation expenses
(831)
(43)
(874)
Additions
1,312
86
1,398
Lease modification
(15)
-
(15)
Exchange differences
(19)
-
(19)
Closing balance
1,862
100
1,962
Office
premises
$ '000
Office
equipment
$ '000
Total
$ '000
Year ended 30 June 2023
Opening balance
1,401
102
1,503
Depreciation expenses
(842)
(45)
(887)
Additions
813
-
813
Exchange differences
43
-
43
Closing balance
1,415
57
1,472
85
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
15
Leases (continued)
15.1 Reconciliation of right-of-use assets (continued)
For other AASB 16 lease-related disclosures, refer to the following:
Consolidated statement of cash flows for repayment of lease liabilities;
Note 6 for details of amortisation expenses;
Note 15.2 for details of lease liabilities at the beginning and end of the reporting period;
Note 27 for the total cashflows related to leases; and
Note 28 for the maturity analysis of lease liabilities.
Material accounting policy - right-of-use assets
The determination of whether a contract or part of a contract is or contains a lease is based on the substance of the
arrangement at inception date. It will be considered as a lease if it conveys the right to use an asset (the underlying
asset) for a period in exchange for consideration.
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or
before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except
where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing
the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to
impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or
loss as incurred. Refer to note 15.2.
Lessor accounting
As a lessor, the Group classifies its leases as either operating or finance leases. A lease is classified as a finance
lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified
as an operating lease if it does not.
15.2 Lease liabilities
Current liabilities
2024
$ '000
2023
$ '000
Lease liabilities
888
686
Non-current liabilities
Lease liabilities
1,198
855
Total lease liabilities
2,086
1,541
86
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
15
Leases (continued)
Refer to note 28 for maturity analysis of lease liabilities.
The following are the amounts recognised in profit or loss:
2024
$ '000
2023
$ '000
Depreciation of right-of-use assets
874
887
Interest expense on lease liabilities
125
94
Expenses relating to short-term leases
44
240
Total amounts recognised in profit or loss
1,043
1,221
Material accounting policy - lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit
in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments
comprise of fixed payments less any lease incentives receivable; variable lease payments that depend on an index or
a rate; amounts expected to be paid under residual value guarantees; exercise price of a purchase option when the
exercise of the option is reasonably certain to occur; and any anticipated termination penalties. The variable lease
payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term or certainty of a purchase option; and termination penalties. When a lease
liability is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying
amount of the right-of-use asset is fully written down.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made.
Critical accounting judgments, estimates and assumptions - lease liabilities
The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension
options if these options are available. The Group reassesses whether it is reasonably certain to exercise the options if
there is a significant event or significant changes in circumstances within its control.
16
Trade and other payables
2024
$ '000
2023
$ '000
Trade payables
2,588
2,821
GST payable
156
-
Accrued expenses
3,862
4,633
Other payables
420
18
Total trade and other payables
7,026
7,472
Material accounting policy - trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the
financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
87
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
16
Trade and other payables (continued)
Material accounting policy - trade and other payables (continued)
Trade and other payables is derecognised when, and only when, the obligation specified in the contract is discharged,
cancelled or expires. Trade and other payables is also derecognised when its terms are modified and the cash flows of
the modified liability are substantially different, in which case, a new financial liability based on modified terms is
recognised at fair value. On derecognition of trade and other payables, the difference between the carrying amount
extinguished or transferred to another party and the consideration paid, including any non-cash asset transferred or
liabilities assumed, is recognised in profit or loss.
17
Contract liabilities
Current liabilities
2024
$ '000
2023
$ '000
Contract liabilities
42,282
45,625
Non-current liabilities
Contract liabilities
2,038
2,861
Total contract liabilities
44,320
48,486
Contract liabilities represent income billed in advance from the contracts with customers pertaining to licence revenue
which is recognised over the period of the licence. During the prior year, contract liabilities of $0.1 million were
acquired from the business combination (refer note 36). At the reporting date, $0.4 million (2023: $0.8 million) of the
previously acquired contract liabilities was recognised as revenue.
Material accounting policy - contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised
when a customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to
consideration (whichever is earlier) before the Group has transferred the goods or services to the customer.
18
Provisions
2024
$ '000
2023
$ '000
Current
Employee benefits provisions
3,952
3,709
Lease make good provisions
-
96
Other provisions
8
86
Total current provisions
3,960
3,891
Non-current
Employee benefits provisions
691
550
Lease make good provisions
175
49
Other provisions
-
14
Total non-current provisions
866
613
Total provisions
4,826
4,504
88
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
18
Provisions (continued)
Employee benefits provisions
Employee benefits comprise provisions for annual leave and long service leave. Where an obligation is presented as
current, the Group does not have an unconditional right to defer settlement for more than 12 months.
Lease make good provisions
The provision represents the present value of the estimated costs to make good the premises leased by the Group at
the end of the respective lease terms.
Other provisions
The provision represents storage costs. The prior year provision represents storage costs and costs related to the
Brightpath acquisition.
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
Lease make
good
provisions
$ '000
Other
provisions
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
145
100
245
Additional provisions recognised
23
-
23
Amounts used
-
(13)
(13)
Amounts released
-
(79)
(79)
Unwinding of discount
7
-
7
Closing balance
175
8
183
Lease make
good
provisions
$ '000
Other
provisions
$ '000
Total
$ '000
Year ended 30 June 2023
Opening balance
344
21
365
Additional provisions recognised
93
79
172
Amounts used
(262)
-
(262)
Amounts released
(50)
-
(50)
Exchange differences
13
-
13
Unwinding of discount
7
-
7
Closing balance
145
100
245
89
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
18
Provisions (continued)
Material accounting policy - provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event; it
is probable the Group will be required to settle the obligation; and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the
present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the
time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
19
Employee benefits expense
2024
$ '000
2023
$ '000
Bonus and commission expenses
2,937
2,817
Salaries and other short-term benefits
49,598
45,869
Staff costs capitalised
(3,314)
(2,105)
Superannuation expenses
5,562
4,996
Total employee benefits expense
54,783
51,577
Material accounting policy - employee benefits
Short-term employee benefits
Employee benefits expected to be settled within 12 months of the reporting date are measured at the amounts
expected to be paid when the liabilities are settled. This also includes share-based payment. Refer to note 21.
Other long-term employee benefits
Employee benefits not expected to be settled within 12 months of the reporting date are measured at the present value
of expected future payments to be made in respect of services provided by employees up to the reporting date.
Consideration is given to expected future wage and salary levels, the experience of employee departures and periods
of service. Expected future payments are discounted using market yields at the reporting date on high-quality
corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash
outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
20
Key management personnel disclosures
The aggregate compensation made to Directors and other members of key management personnel of the Group is set
out below:
2024
$
2023
$
Short-term employee benefits
1,438,073
1,337,898
Post-employment benefits
112,265
103,192
Share-based payments
286,307
103,261
Total
1,836,645
1,544,351
90
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
21
Share-based payments
The share-based payment expense for the year was $0.5 million (2023: $0.2 million).
An equity incentive plan was established by the Group, whereby the Group may, at the discretion of the Board, grant
share appreciation rights ("SARs") over ordinary shares in the Company (awards) to certain key management
personnel and employees of the Group. The awards are granted and vested in accordance with performance
guidelines established by the Board.
Share appreciation rights
During the year, 2,080,842 share appreciation rights were granted at a fair value of $0.49 per right (2023: 1,996,529,
at fair value of $0.45 per right). The share appreciation rights were granted with no exercise price and the fair value
was determined based on the market value of the Company's share price on the grant date. Vesting of share
appreciation rights are subject to predetermined revenue and earnings per share growth target.
Set out below are summaries of share appreciation rights granted under the plan:
2024
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
7 February 2022
31 August 2024
$0.00
1,687,327
-
-
-
1,687,327
3 June 2022
31 August 2024
$0.00
181,419
-
-
-
181,419
17 October 2022
17 October 2027
$0.00
1,883,868
-
-
-
1,883,868
20 February 2023
17 October 2027
$0.00
112,661
-
-
(112,661)
-
29 September 2023(i) 29 September 2028
$0.00
-
2,080,842
-
(326,972)
1,753,870
3,865,275
2,080,842
-
(439,633)
5,506,484
Notional
exercise
price(ii)
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
Valuation model inputs
17 October 2022
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
20 February 2023
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
29 September 2023
29 September 2028
$1.12
$0.00
40.3%
0.0%
3.8%
$0.49
i.
Share appreciation rights issued during the year include 92,052 from a total of 204,713 that relate to the prior year
but were issued during the year ended 30 June 2024.
ii.
The notional exercise price is the predetermined price at which a plan participant can exercise their right to receive
the difference between the market value of the Company's shares at the time of exercise and the notional exercise
price. The contractual exercise price is $0.00.
91
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
21
Share-based payments (continued)
Share appreciation rights (continued)
2023
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
21 December 2020
31 August 2023
$0.00
110,913
-
-
(110,913)
-
7 February 2022
31 August 2024
$0.00
1,687,327
-
-
-
1,687,327
3 June 2022
31 August 2024
$0.00
181,419
-
-
-
181,419
17 October 2022
17 October 2027
$0.00
-
1,883,868
-
-
1,883,868
20 February 2023(ii)
17 October 2027
$0.00
-
112,661
-
-
112,661
1,979,659
1,996,529
-
(110,913)
3,865,275
Notional
exercise
price(ii)
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
Valuation model inputs
17 October 2022
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
20 February 2023
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
i.
At 30 June 2023 share appreciation rights of 92,052 were not yet issued from the total of 204,713 that were to be
issued.
ii.
The notional exercise price is the predetermined price at which a plan participant can exercise their right to receive
the difference between the market value of the Company's shares at the time of exercise and the notional exercise
price. The contractual exercise price is $0.00.
Material accounting policy - share-based payments
The main form of equity-settled, share-based compensation provided to employees is share appreciation rights.
The cost of the share appreciation rights granted is measured at fair value on grant date and recognised as an
employee expense with a corresponding increase in equity over the vesting period. The amount recognised as an
expense is adjusted over the period to reflect the number of share appreciation rights for which the related service and
non-market vesting conditions are expected to be met but is not adjusted when market performance conditions are not
met.
Critical accounting judgments, estimates and assumptions - share-based payments
Fair value of the share appreciation rights is determined using a Black-Scholes-Merton model that takes into account
the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option,
together with non-vesting conditions that do not determine whether the Group receives the services that entitle the
employees to receive payment. No account is taken of any other vesting conditions.
92
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
22
Issued capital
2024
$ '000
2023
$ '000
Ordinary shares
212,135
216,589
2024
No.
2023
No.
Number of ordinary shares in issue
272,906,522
276,484,170
Shares issued during the year
Opening balance
276,484,170
276,484,170
Shares bought back during the year
(3,577,648)
-
Closing balance
272,906,522
276,484,170
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to
shareholders should the Company be wound up, in proportions that consider both the number of shares held and the
extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not
have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
Share buy-back
The Group commenced an on-market buy-back of its ordinary shares up to a maximum value of $10 million (excluding
transaction costs) on 23 August 2023 for a period up to 12 months ("buy-back"). In accordance with the ASX Listing
Rules, the prices paid for shares purchased under the buy-back will be no more than 5% above the volume-weighted
average price of the Company's shares over the five trading days prior to purchase. The buy-back is limited to a
maximum of 10% of the smallest number of voting shares on issue during the last 12 months, as permitted under the
Corporations Act 2001 (Cth), and therefore does not require shareholder approval.
Shares bought back are cancelled on acquisition, so that the total number of shares on issue will reduce accordingly,
and this would result in a consequential adjustment to the voting power of remaining shareholders. During the year the
Company bought pack 3,577,648 ordinary shares at a cost of $4.5 million (excluding transaction costs). As at 30 June
2024, the number of ordinary shares on issue was 272,906,522, down by 3,577,648 ordinary shares on issue as at
30 June 2023. The Company reserves the right to vary, suspend or terminate the buy-back at any time, subject to and
in accordance with applicable legal requirements. There can be no certainty that the Company will buy back any or all
of the shares announced under the buy-back.
Capital management
The Group's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company would be seen as value
adding.
93
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
22
Issued capital (continued)
Capital management (continued)
The Group is subject to certain covenants on its financing arrangements and meeting these is given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements during the
financial year.
The capital risk management policy remains unchanged.
Material accounting policy - contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Franking credits account
2024
$ '000
2023
$ '000
The franking credits available for subsequent financial years at a tax rate of 30%
321
321
The above available balance is based on the dividend franking account at year-end adjusted for:
Franking credits that will arise from the payment of the amount of the provision for income tax at the reporting
date;
Franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; or
Franking credits that will arise from the receipt of dividends recognised as receivables at the year.
23
Reserves
2024
$ '000
2023
$ '000
Acquisition reserve
(798)
(798)
Foreign currency reserve
238
573
Share-based payment reserve
9,230
8,700
Total reserves
8,670
8,475
Acquisition reserve
The reserve resulted from the acquisition of non-controlling interests in a subsidiary. The acquisition of non-controlling
interest is not a business combination but is an equity transaction between owners. Accordingly, the difference
between consideration paid and identifiable net assets of the non-controlling interest has been accounted for in the
acquisition reserve.
Foreign currency reserve
The reserve is used to recognise exchange differences arising from translation of the consolidated financial statements
of foreign operations to Australian dollars.
94
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
23
Reserves (continued)
Share-based payment reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Acquisition
reserve
$ '000
Foreign
currency
reserve
$ '000
Share-based
payment
reserve
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
(798)
573
8,700
8,475
Foreign currency translation
-
(335)
-
(335)
Share-based payments
-
-
530
530
Closing balance
(798)
238
9,230
8,670
Acquisition
reserve
$ '000
Foreign
currency
reserve
$ '000
Share-based
payment
reserve
$ '000
Total
$ '000
Year ended 30 June 2023
Opening balance
(798)
322
8,531
8,055
Foreign currency translation
-
251
-
251
Share-based payments
-
-
169
169
Closing balance
(798)
573
8,700
8,475
Material accounting policy - foreign currency translation
The consolidated financial statements are presented in Australian dollars, which is the Group's functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions,
and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies, are recognised in profit or loss.
95
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
23
Reserves (continued)
Material accounting policy - foreign currency translation (continued)
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the
average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting
foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in
equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
24
Borrowings
2024
$ '000
2023
$ '000
Bank loans
1,000
-
Total current borrowings
1,000
-
Bank loans
The bank loan facility is subject to variable interest rates, which are based on the bank bill swap rate ("BBSR"), plus a
margin. The bank loan facility consists of a revolving facility commitment of $10.0 million expiring on 27 June 2027.
The banking facility is secured by fixed and floating charges over the Group's assets.
Banking facilities
Bank guarantee of $2.0 million and ancillary facility of $0.1 million are available to the Group which are subject to a
regular review.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
2024
$ '000
2023
$ '000
Bank loans
10,000
10,000
Bank guarantee and ancillary facilities
2,118
2,118
Total
12,118
12,118
96
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
24
Borrowings (continued)
Used at the reporting date
2024
$ '000
2023
$ '000
Bank loans
1,000
-
Bank guarantee and ancillary facilities
-
285
Total
1,000
285
Unused at the reporting date
Bank loans
9,000
10,000
Bank guarantee and ancillary facilities
2,118
1,833
Total
11,118
11,833
As at the reporting date, there are no used bank guarantees (2023: $0.3 million) with the bank.
Material accounting policy - borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
They are subsequently measured at amortised cost using the effective interest method.
25
Cash and cash equivalents
2024
$ '000
2023
$ '000
Cash at bank and in hand
1,970
10,010
Short-term deposits
-
4,000
Total cash and cash equivalents
1,970
14,010
Net cash of $5.1 million at 30 June 2024 consists of $2.0 million cash and $4.1 million restricted cash (refer to note 12)
offset by $1.0 million of external borrowings (refer to note 24).
Material accounting policy - cash and cash equivalents
Cash and cash equivalents include cash on hand; deposits held at call with financial institutions; and other short-term,
highly liquid investments with original maturities of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value.
26
Term deposits
2024
$ '000
2023
$ '000
Term deposits
-
7,000
Total term deposits
-
7,000
Material accounting policy - term deposits
Term deposits relate to short-term, highly liquid investments with original maturities of more than three months. Term
deposits are subject to an insignificant risk of changes in values.
97
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
27
Cash flow information
Reconciliation of net income to net cash provided by operating activities:
2024
$ '000
2023
$ '000
(Loss)/profit for the year
(57,020)
6,345
Adjustments for:
Depreciation and amortisation expenses
10,945
9,476
Impairment losses
45,148
-
Share-based payments
530
169
Foreign exchange differences
(151)
492
Net loss/(gain) on disposal of assets
5
(56)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
1,965
(1,518)
Decrease in deferred tax assets
(10,529)
(2,815)
Increase/(decrease) in deferred contract costs
503
(672)
Increase/(decrease) in other operating assets
6
(652)
Decrease in trade and other payables
(578)
(3,954)
(Decrease)/increase in contract liabilities
(3,981)
1,194
Increase in provision for income tax
658
389
Decrease in employee benefits
(384)
(359)
Increase in other provisions
692
677
Net cash from operating activities
(12,191)
8,716
Changes in liabilities arising from financing activities
2023
$ '000
Capital
payment
$ '000
Interest
payment
$ '000
Addition
$ '000
Foreign
exchange
movement
$ '000
Interest on
capital
$ '000
Termination
$ '000
2024
$ '000
Lease liabilities
1,541
(791)
(125)
1,360
(24)
125
-
2,086
Borrowing
-
(2,000)
(13)
3,000
-
13
-
1,000
Total liabilities
from financing
activities
1,541
(2,791)
(138)
4,360
(24)
138
-
3,086
2022
$ '000
Capital
payment
$ '000
Interest
payment
$ '000
Addition
$ '000
Foreign
exchange
movement
$ '000
Interest on
capital
$ '000
Termination
$ '000
2023
$ '000
Lease liabilities
2,159
(635)
(94)
725
31
94
(739)
1,541
Total liabilities
from financing
activities
2,159
(635)
(94)
725
31
94
(739)
1,541
98
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
27
Cash flow information (continued)
Non-cash financing and investing activities
2024
$ '000
2023
$ '000
Additions to the right-of-use assets
1,398
813
28
Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest
rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The
Group uses different methods to measure different types of risk to which it is exposed. These methods include
sensitivity analysis in the case of interest rate and foreign exchange risks, and ageing analysis for credit risk.
The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board
has established an Audit and Risk Committee, which is responsible for managing risk. The committee reports to the
Board on its activities.
Risk management processes are established to identify and analyse the risks faced by the Group, the risk exposure of
the Group and appropriate procedures, controls and risk limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s activities.
The Audit and Risk Committee oversees how management monitors compliance with the Group’s risk management
policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by
the Group.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk
through foreign exchange rate fluctuations.
Foreign currency risk arises from future commercial transactions and recognised financial assets and financial
liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity
analysis and cash flow forecasting.
99
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
28
Financial instruments (continued)
To a significant extent, the Group’s business currently enjoys natural hedges. The revenue that the Group obtains in a
particular foreign currency closely matches the expenses it incurs in that currency (such as the Pound Sterling). The
Board believes that natural hedges presently mitigate any exchange rate volatility risk for the Group to an economically
acceptable level.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities (unhedged)
at the reporting date were as follows:
US Dollar
'000
Euro
'000
Pound
Sterling
'000
New
Zealand
Dollar
'000
Canadian
Dollar
'000
Other
currencies
'000
Assets
30 June 2024
1,587
74
653
182
1,299
604
30 June 2023
7,168
223
1,266
1,003
3,154
1,433
Liabilities
30 June 2024
443
-
355
8
4
-
30 June 2023
-
-
663
15
12
29
The Group had net assets denominated in foreign currencies of $3.6 million (assets $4.4 million less liabilities $0.8
million) as at 30 June 2024 (2023: $13.5 million (assets $14.2 million less liabilities $0.7 million)). Based on this
exposure, had the Australian dollar weakened by 10%/strengthened by 10% (2023: weakened by 10%/strengthened
by 10%) against these foreign currencies with all other variables held constant, the Group's profit/loss before tax for
the year would have been $0.4 million higher/$0.4 million lower (2023: $1.4 million higher/$1.4 million lower). The
percentage change is the expected overall volatility of the significant currencies, which is based on management's
assessment of reasonable possible fluctuations.
Interest rate risk
The Group is not exposed to any significant interest rate risk.
Price risk
The Group is not exposed to any significant price risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying
amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and
notes to the consolidated financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables
through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered
representative across all customers of the Group based on recent sales experience, historical collection rates and
forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this
include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make
contractual payments for a period greater than one year.
The majority of schools and consumers pay upfront and the nature of the customer base has a low impact on the
Group's credit risk exposure.
100
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
28
Financial instruments (continued)
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash
equivalents and available debt facilities) to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and
forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Financing arrangements
Unused borrowing facilities at the reporting date:
2024
$ '000
2023
$ '000
Bank loans
9,000
10,000
Bank guarantee and ancillary facilities
2,118
1,833
Total
11,118
11,833
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
Consolidated - 30 June 2024
Weighted
average
interest
rate
%
1 year or
less
$ '000
Between 1
and 2
years
$ '000
Between 2
and 5
years
$ '000
Over 5
years
$ '000
Remaining
contractual
maturities
$ '000
Non-derivatives
Non-interest bearing
Trade payables
2,588
-
-
-
2,588
Other payables
420
-
-
-
420
3,008
-
-
-
3,008
Interest-bearing - fixed rate
-
Lease liability
6.2%
1,063
814
524
-
2,401
1,063
814
524
-
2,401
Interest-bearing - variable rate
Borrowing
6.2%
1,005
-
-
-
1,005
1,005
-
-
-
1,005
Total non-derivatives
5,076
814
524
-
6,414
101
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
28
Financial instruments (continued)
Liquidity risk (continued)
Consolidated - 30 June 2023
Weighted
average
interest
rate
%
1 year or
less
$ '000
Between 1
and 2
years
$ '000
Between 2
and 5
years
$ '000
Over 5
years
$ '000
Remaining
contractual
maturities
$'000
Non-derivatives
Non-interest bearing
Trade payables
2,821
-
-
-
2,821
Other payables
18
-
-
-
18
2,839
-
-
-
2,839
Interest-bearing - fixed rate
Lease liability
4.4%
735
454
469
-
1,658
735
454
469
-
1,658
Total non-derivatives
3,574
454
469
-
4,497
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above. The Group may repay debt when cash is sufficiently available, and this may occur earlier than
contractually disclosed above.
29
Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to
their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual
maturities at the current market interest rate that is available for similar financial liabilities.
Material accounting policy - fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either in the principal market or, in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on
its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value are used maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
102
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
30
Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by the auditor of the Company,
its network firms and unrelated firms:
2024
$
2023
$
Audit services
Audit or review of the financial statements - Ernst & Young (Australia)
-
478,623
Audit or review of the financial statements - KPMG (Australia)
407,550
-
Total
407,550
478,623
Audit services - overseas unrelated firms
Audit or review of the financial statements
23,223
23,820
31
Commitments
The Group had no commitments as at 30 June 2024 and 30 June 2023.
32
Contingencies
The Group has no bank guarantees as at 30 June 2024 (2023: $0.3 million) for merchant facilities and operating
leases.
In the opinion of the Directors, at 30 June 2024 (30 June 2023: $1.0 million) a $1.0 million contingent liability exists in
relation to the acquisition of Brightpath. As announced to the Australian Securities Exchange on 30 September 2022, a
further payment to the sellers may be due subject to the achievement of certain future 12-month revenue targets for
four years from the date of acquisition. This payment will be accrued if deemed probable. As of 30 June 2024, no
future contingent payment amounts have been accrued or paid.
33
Related parties
Parent entity
3P Learning Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 35.
Key management personnel
Disclosures relating to key management personnel are set out in note 20 and the remuneration report included in the
Directors' report.
103
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
33
Related parties (continued)
Related parties
The Group has a publishing, distribution and transition service agreement with Kalaci Pty Ltd (trading as Pascal Press)
and a software licence commercial agreement with Clickview Pty Ltd. Matthew Sandblom is a shareholder of both the
companies. The Group also has an ongoing office lease agreement and consultancy agreement with Matthew
Sandblom.
Transactions with related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated.
The following transactions occurred with related parties:
2024
$
2023
$
Payment for publishing and distribution services with Kalaci Pty Ltd
266,030
182,537
Income for publishing and distribution services with Kalaci Pty Ltd
161,877
159,559
Payment for operational services with Kalaci Pty Ltd
120,856
335,194
Income for operational services with Kalaci Pty Ltd
56,742
43,318
Lease of office premise from Matthew Sandblom
398,000
398,000
Payment for software licence fees with Clickview Pty Ltd
71,517
55,865
Payment for Director fees to Matthew Sandblom(i)
1
1
i.
Terms as agreed between Matthew Sandblom and the Company.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
2024
$
2023
$
Current receivables:
Trade receivables from Director related entities of Matthew Sandblom
30,675
8,756
Current payables:
Trade payables to Director related entities of Matthew Sandblom
78,862
125,916
Lease liability to Director related entities of Matthew Sandblom
945,890
344,590
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
104
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
34
Parent entity information
2024
$ '000
2023
$ '000
Statement of financial position
Assets
Current assets
3,536
18,515
Non-current assets
168,231
218,125
Total assets
171,767
236,640
Liabilities
Current liabilities
51,865
59,925
Non-current liabilities
657
11,685
Total liabilities
52,522
71,610
Equity
Issued capital
212,135
216,589
Share-based payment reserve
9,230
8,700
Accumulated losses
(102,120)
(60,259)
Total equity
119,245
165,030
Statement of profit or loss and other comprehensive income
Loss after income tax
(41,468)
(7,942)
Total comprehensive loss
(41,468)
(7,942)
Impairment of investment in subsidiary
The Blake acquisition on 28 May 2021 gave rise to a non-current asset, investment in subsidiary. During the current
year, the Group prepared an impairment assessment to calculate the recoverable amount of the Group's CGUs. The
value in use for the investment in Blake was compared to the carrying value of the investment in subsidiary and an
impairment loss of $49.7 million was recorded at the Parent entity level. The impairment loss is eliminated on
consolidation.
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity and its subsidiary are parties to a deed of cross-guarantee under which each company guarantees
the debts of the others. No deficiencies of assets exist in the subsidiary. Refer to note 37 for further information.
Contingent liabilities
The parent entity has nil bank guarantees as at 30 June 2024 (2023: $0.1 million) for merchant facilities and operating
leases.
In the opinion of the Directors, at 30 June 2024 (30 June 2023: $1.0 million) a $1.0 million contingent liability exists in
relation to the acquisition of Brightpath. As announced to the Australian Securities Exchange on 30 September 2022, a
further payment to the sellers may be due subject to the achievement of certain future 12-month revenue targets for
four years from the date of acquisition. This payment will be accrued if deemed probable. As of 30 June 2024, no
future contingent payment amounts have been accrued or paid.
Contractual commitments - plant and equipment
The parent entity did not have any commitments for plant and equipment as at 30 June 2024 or 30 June 2023.
105
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
34
Parent entity information (continued)
Material accounting policies - parent entity
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1.2, except for
the following:
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity; and
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be
an indicator of an impairment of the investment.
35
Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 1.2:
Principal place of business
Percentage
Owned (%)
2024
Percentage
Owned (%)
2023
3P International Holdings Pty Ltd
Australia
100%
100%
3P Learning Australia Pty Ltd
Australia
100%
100%
3P Learning Canada Limited
Canada
100%
100%
3P Learning Inc.
United States
100%
100%
3P Learning NZ Limited
New Zealand
100%
100%
3P Learning UK Limited
United Kingdom
100%
100%
Blake eLearning China Pty Limited(i)
China
-%
85%
Blake eLearning Inc.
United States
100%
100%
Blake eLearning Pty Limited
Australia
100%
100%
Blake eLearning UK Limited
United Kingdom
100%
100%
Pairwise Pty Ltd
Australia
100%
100%
i.
During the current financial year, the entity is deregistered. In the prior year, the summarised financial information
for subsidiaries that have non-controlling interests has not been provided as they are not material to the Group.
Acquisition of ownership interest and deregister of a subsidiary
During the year, the Group acquired 15% additional interest in Blake eLearning China Pty Limited, which gives the
Group full control of Blake eLearning China Pty Limited and therefore the Group structure did not change, although the
non-controlling interest decreased. Subsequently, Blake eLearning China Pty Limited was deregistered. As of 30 June
2024, the Group consolidated financial statements ceased to include the net assets and results from Blake eLearning
China Pty Limited. The deregistration has a negative net impact of $42,000 during the current financial year.
106
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
36
Business combinations
On 30 September 2022, the parent Company acquired a 100% interest of Pairwise Pty Limited and resulted in 3P
Learning Limited obtaining control of Pairwise Pty Limited. The following table shows the assets acquired, liabilities
assumed and the purchase consideration at the acquisition date.
Acquiree's
carrying
amount
$ '000
Fair value
$ '000
Purchase consideration:
Cash
9,000
Total purchase consideration
9,000
Assets or liabilities acquired:
Cash
493
493
Trade receivables
10
10
Intangible assets
-
4,298
Trade payables
(546)
(546)
Contract liabilities
(120)
(120)
Provisions
(27)
(27)
Deferred tax liabilities
-
(791)
Income tax liabilities
(76)
(76)
Total net identifiable assets
(266)
3,241
Identifiable assets acquired and liabilities assumed
(266)
3,241
Consideration paid
9,000
Less: Identifiable assets acquired
3,241
Goodwill
5,759
Net cash paid for business combination of $8.5 million comprises of $9.0 million payment and acquired cash balances
of $0.5 million.
In addition to the $9.0 million payment made on 30 September 2022 in relation to the acquisition of Brightpath, a $1.0
million earn-out amount is payable contingent on several financial and non-financial conditions being met. As at 30
June 2024 these conditions were met and an accrual was raised for this amount. The earn-out amount was paid in
October 2023.
A further payment to the sellers may be due subject to the achievement of certain future 12-month revenue targets for
four years from the date of acquisition. This payment will be accrued if deemed probable. As of 30 June 2024, no
future contingent payment amounts have been included in consideration paid. Refer to note 32.
Brightpath was established in 2014 and its assessment software builds on years of research and software
development undertaken at the University of Western Australia.
Assessment is a key part of the overall learning solution that will help improve educational outcomes in the
foundational academic skills of reading, writing and numeracy. The goodwill of $5.8 million comprises Brightpath
accelerating the Group’s entrance into the assessment market by several years with a proven product backed by over
10 years of research.
The purchase price accounting and the allocation of fair value to goodwill and other intangible assets for the
acquisition of Brightpath were finalised as at 30 June 2023.
107
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
36
Business combinations (continued)
Acquisition related costs
2023
$ '000
Restructure and integration costs
288
Material accounting policy - business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The acquisition method of accounting is used to account for business combinations when the acquired set of activities
and assets meets the definition of a business and control is transferred to the Group. To determine whether a set of
activities and assets constitutes a business, the Group has the choice to apply a "concentration test", which is met if
substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of
similar identifiable assets. Alternatively, to determine if a business has been acquired, the Group assesses whether
(as a minimum) an input and substantive process has been acquired and whether there is an ability to produce outputs
from these.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former owners of the acquiree, and the amount of any non-
controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is
measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs
are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's
operating or accounting policies and other pertinent conditions in existence at the acquisition date.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling
interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing
investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is
less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference
is recognised as a gain directly in profit or loss by the acquirer on the acquisition date, but only after a reassessment of
the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the
consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement period,
based on new information obtained about the facts and circumstances that existed at the acquisition date. The
measurement period ends on the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer
receives all the information possible to determine fair value.
Critical accounting judgements, estimates and assumptions - business combinations
Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, and
liabilities and contingent liabilities assumed, are initially estimated by the Group taking into consideration all available
information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is
retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and
liabilities, depreciation and amortisation reported.
108
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
37
Deed of cross-guarantee
The following entities are party to a deed of cross-guarantee under which each company guarantees the debts of the
others:
3P Learning Limited ("Parent entity")
Blake eLearning Pty Ltd
By entering into the deed, the wholly owned entities have been relieved from the requirement to prepare financial
statements and Directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and
Investments Commission.
The above companies represent a "Closed Group" for the purposes of the Corporations Instrument, and as there are
no other parties to the deed of cross-guarantee that are controlled by 3P Learning Limited, they also represent the
"Extended Closed Group".
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial
position of the "Closed Group":
2024
$ '000
2023
$ '000
Statement of profit or loss and other comprehensive income
Revenue
53,780
50,993
Other income
37,616
13,571
Interest income
546
173
Administrative expenses
(133)
(195)
Buy-back of distributor rights
(19,628)
-
Corporate advisory costs
-
(133)
Deferred contract costs
(9,495)
(4,783)
Depreciation and amortisation expenses
(9,803)
(8,469)
Employee expenses
(31,046)
(29,902)
Finance costs
(161)
(109)
Impairment losses
(45,148)
-
Marketing expenses
(12,576)
(16,086)
Occupancy expenses
(341)
(456)
Professional fees
(2,410)
(1,575)
Restructure and integration costs
(2,047)
(1,243)
Service charges
(5,867)
(1,733)
Technology costs
(8,393)
(7,483)
Loss before income tax
(55,106)
(7,430)
Income tax benefit/(expense)
8,674
(1,345)
Loss after income tax
(46,432)
(8,775)
Total comprehensive loss for the year
(46,432)
(8,775)
Equity - accumulated losses
Retained earnings:
Accumulated losses at the beginning of the financial year
(55,691)
(46,916)
Loss after income tax
(46,432)
(8,775)
Accumulated losses at the end of the financial year
(102,123)
(55,691)
109
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
37
Deed of cross-guarantee (continued)
2024
$ '000
2023
$ '000
Statement of financial position
Current assets
Cash and cash equivalents
959
8,283
Term deposits
-
7,000
Trade and other receivables
2,956
3,430
Deferred contract costs
2,166
2,385
Other assets
6,739
9,100
Total current assets
12,820
30,198
Non-current assets
Investments
9,899
9,899
Plant and equipment
810
903
Intangibles
141,960
192,159
Right-of-use assets
1,036
450
Deferred contract costs
687
878
Deferred tax
11,312
2,073
Total non-current assets
165,704
206,362
Total assets
178,524
236,560
Current liabilities
Trade and other payables
40,217
48,683
Borrowings
1,000
-
Contract liabilities
10,697
11,146
Lease liabilities
415
391
Provisions
3,326
2,956
Total current liabilities
55,655
63,176
Non-current liabilities
Contract liabilities
1,060
1,377
Lease liabilities
634
13
Provisions
512
459
Total non-current liabilities
2,206
1,849
Total liabilities
57,861
65,025
Net assets
120,663
171,535
Equity
Issued capital
212,135
216,589
Reserves
10,651
10,637
Accumulated losses
(102,123)
(55,691)
Total equity
120,663
171,535
110
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2024
38
Events occurring after the reporting date
The financial report was authorised for issue on 16 August 2024 by the Board.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or could
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in
future financial years.
111
3P Learning Limited
Consolidated entity disclosure statement
For the Year Ended 30 June 2024
Set out below is a list of entities that are consolidated in this set of consolidated financial statements as at 30 June 2024 in
accordance with the Corporations Act 2001 (s.295(3A)(a)).
Entity Name
Body
corporate,
partnership or
trust
Place
incorporated
% of share
capital held
directly or
indirectly by
the Company
in the body
corporate
Australian
or foreign
tax
resident
Jurisdiction
for foreign
resident
2024
2023
3P International Holdings Pty Ltd
Body corporate
Australia
100%
100%
Australian
Not applicable
3P International Holdings Pty Ltd - SA
Branch
Branch
South Africa
100%
100%
Foreign
South Africa
3P Learning Australia Pty Ltd
Body corporate
Australia
100%
100%
Australian
Not applicable
3P Learning Canada Limited
Body corporate
Canada
100%
100%
Foreign
Canada
3P Learning Inc.
Body corporate
United States
100%
100%
Foreign
United States
3P Learning NZ Limited
Body corporate
New Zealand
100%
100%
Foreign
New Zealand
3P Learning UK Limited
Body corporate
United
Kingdom
100%
100%
Foreign
United
Kingdom
Blake eLearning China Pty Limited
Body corporate
China
-%
85%
Foreign
China
Blake eLearning Inc.
Body corporate
United States
100%
100%
Foreign
United States
Blake eLearning Pty Limited
Body corporate
Australia
100%
100%
Australian
Not applicable
Blake eLearning UK Limited
Body corporate
United
Kingdom
100%
100%
Foreign
United
Kingdom
Pairwise Pty Ltd
Body corporate
Australia
100%
100%
Australian
Not applicable
Determination of tax residency
Section 295 (3A) of the Corporations Act 2001 (Cth) requires that the tax residency of each entity which is included in the
Consolidated Entity Disclosure Statement be disclosed. In the context of an entity which was an Australian resident,
“Australian resident” has the meaning provided in the Income Tax Assessment Act 1997 (Cth). The determination of tax
residency involves judgement as the determination of tax residency is highly fact dependent and there are currently several
different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner
of Taxation’s public guidance in Tax Ruling TR 2018/5.
112
3P Learning Limited
Consolidated entity disclosure statement
For the Year Ended 30 June 2024
Determination of tax residency (continued)
Foreign tax residency
The consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign
tax residency. Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist
in its determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Branches (permanent establishments)
Foreign branches of Australian subsidiaries are not separate level entities and therefore do not have a separate residency
for Australian tax purposes. Generally, the Australian subsidiary that the branch is a part of will be the relevant tax resident,
rather than the branch operations.
Additional disclosures on the tax status of Australian subsidiaries having a foreign branch with a taxable presence in that
jurisdiction have been provided where relevant.
113
3P Learning Limited
Directors' declaration
1.
In the opinion of the Directors of the Company:
a.
the consolidated financial statements and notes that are set out on page 59 to 111 and remuneration report in the
Directors' report for the year ended 30 June 2024 are in accordance with the Corporations Act 2001 (Cth),
including:
i.
give a true and fair view of the Group's financial position as at 30 June 2024 and of its performance for the
financial year ended on that date; and
ii.
comply with Australian Accounting Standards and the Corporations Regulations 2001;
b.
the Consolidated Entity Disclosure Statement set out on page 112 to 113 as at 30 June 2024 is true and correct;
and
c.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
2.
There are reasonable grounds to believe that the Company and the entities identified in note 37 will be able to meet
any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross-Guarantee
between the Company and the entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument
2016/785.
3.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 (Cth) from the
CEO and CFO for the financial year ended 30 June 2024.
4.
The Directors draw attention to note 1.1 to the consolidated financial statements, which includes a statement of
compliance with International Financial Reporting Standards.
This declaration is made in accordance with a resolution of the Board of Directors.
_______________________
Matthew Sandblom
Executive Chairman
16 August 2024
Sydney
114
115
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Independent Auditor’s Report
To the shareholders of 3P Learning Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
3P Learning Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and
fair view, including of the Group’s
financial position as at 30 June 2024 and
of its financial performance for the year
then ended, in accordance with the
Corporations Act 2001, in compliance with
Australian Accounting Standards and the
Corporations Regulations 2001.
The Financial Report comprises:
Consolidated statement of financial position as at 30
June 2024
Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of
cash flows for the year then ended
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June
2024
Notes, including material accounting policies
Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
116
Key Audit Matters
The Key Audit Matters we identified are:
Carrying amount of goodwill and other
intangible assets
Revenue recognition and related
contract liabilities
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
Carrying amount of goodwill and other intangible assets ($154.9m)
Refer to Note 14 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The carrying amount of goodwill and other
intangible assets is a key audit matter due to
the inherent estimation uncertainty associated
with auditing the forward-looking assumptions
incorporated in the Group’s value in use (VIU)
models.
The Group’s VIU models are internally
developed and use a range of internal and
external data as inputs. The key assumptions in
the VIU models include forecast revenue
growth, forecast expenses growth, discount
rates and terminal growth rate. These forward-
looking assumptions may be prone to greater
risk for potential bias, error and inconsistent
application, therefore necessitating additional
scrutiny by us, in particular to address the
objectivity of sources used for assumptions,
and their consistent application.
Where the Group has not met prior year
forecasts in relation to a specific CGU, we
factored this into our assessment of key
assumptions and reliability of current forecasts.
In addition to the above, the Group recorded an
impairment charge of $44.5m against the B2C
CGU goodwill, resulting from higher than
expected customer churn and bearish
macroeconomics factors, increasing the
sensitivity of the model to small changes. This
further increased our audit effort in this key
Working with our valuation specialists, our
procedures included:
•
Considering the appropriateness of the VIU
method applied by the Group in performing
the annual test of goodwill for impairment
against the requirements of the accounting
standards;
•
Assessing the integrity of the VIU models
used, including the accuracy of the underlying
calculation formulas;
•
Assessing the accuracy of previous Group
forecasts to inform our evaluation of forecasts
incorporated in the models;
•
Challenging the Group’s significant forecast
cash flow and growth assumptions when
comparing the forecast cash flows to the
Board approved plan and strategy. This
involved:
-
applying increased scepticism to forecasts
in the areas where previous forecasts
were not achieved;
-
considering any differences between
forecast growth rates (including revenue,
expenses and terminal growth rates) and
published studies of industry trends based
on our knowledge of the Group’s
operations/strategy and their past
117
audit area.
performance;
-
Independently developed a discount rate
range using publicly available market data for
comparable entities, adjusted by risk factors
specific to the CGUs;
-
Considering the sensitivity of the models by
varying key assumptions, such as forecast
revenue and expenses growth rates, terminal
growth rates and discount rates, within a
reasonably possible range. We did this to
identify those assumptions at higher risk of
bias or inconsistency in application and to
focus our further procedures;
-
Recalculating the impairment charge against
the recorded amount disclosed; and
-
Assessing the disclosures in the financial
report using our understanding obtained from
our testing and against the requirements of
the accounting standards.
Revenue recognition and related contract liabilities ($109.9m)
Refer to Note 3 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The recognition of revenue and related contract
liabilities is a key audit matter due to:
•
the significance of revenue and contract
liabilities to the financial statements; and
•
revenue being a key performance indicator
for the Group.
Our procedures included:
-
Assessing the appropriateness of the Group’s
accounting policies related to revenue
recognition and contract liabilities against the
requirements of the accounting standard and
our understanding of the business and
industry practice;
-
Testing a sample of revenue transactions and
a sample of contract liability balances to
underlying documentation such as signed
customer contracts, statements from sales
agents and cash receipts. This included
checking the duration of customer access
from the contract to the period of revenue
recognition;
-
Recalculating the contract liability balance at
year end based on cash receipts and revenue
recognised for the year tested above;
-
Evaluating the adequacy of disclosures in the
financial report using our understanding
118
obtained from our testing and against the
requirements of Australian Accounting
Standards.
Other Information
Other Information is financial and non-financial information in 3P Learning Limited’s annual report
which is provided in addition to the Financial Report and the Auditor's Report. The Directors are
responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we consider whether the Other Information is materially inconsistent with
the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Group, and in compliance
with Australian Accounting Standards and the Corporations Regulations 2001
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error
assessing the Group and Company’s ability to continue as a going concern and whether the
use of the going concern basis of accounting is appropriate. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
119
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of
our Auditor’s Report.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report
of 3P Learning Limited for the year ended
30 June 2024, complies with Section
300A of the Corporations Act 2001.
Directors’ responsibilities
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration
Report in accordance with Section 300A of the
Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included in
pages 41 to 57 of the Directors’ report for the year
ended 30 June 2024.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
KPMG
Daniel Robinson
Partner
Sydney
16 August 2024
3P Learning Limited
Shareholder information
30 June 2024
The shareholder information set out below was applicable as at 31 July 2024.
Substantial shareholders
The number of substantial shareholders and their associates are set out below:
Shareholders
Number of
shares
% of total
shares
issued
Pascal Educational Services Pty Ltd ATF Blake Sandblom Trust
80,200,000
29.39
Pascal Educational Services Pty Ltd ATF BEL Unit Trust
12,787,000
4.69
KPIT Pty Ltd ATF KP Investment Trust
40,850,000
14.97
National Nominee ACF Australian Ethical Investment Limited
21,084,365
7.73
Viburnum Funds Pty Ltd
53,696,928
19.68
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary Shares
On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Options, performance and share appreciation rights
Options, performance and share appreciation rights carry no voting rights.
There are no other classes of equity securities.
Distribution of equity security holders
Analysis of number of equitable holders by size of holding:
Ordinary shares
Holding
Number of
holders
% of total
shares
issued
1 - 1,000
352
0.05
1,001 - 5,000
217
0.22
5,001 - 10,000
76
0.22
10,001 - 100,000
119
1.38
100,000 and over
35
98.13
799
100.00
There were 227 holders of less than a marketable parcel of ordinary shares.
120
3P Learning Limited
Shareholder information
30 June 2024
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted securities are listed below:
Ordinary shares
Number held
% of issued
shares
Pascal Educational Services Pty Ltd
80,200,000
29.39
J P Morgan Nominees Australia Pty Limited
49,616,495
18.18
Kpit Pty Ltd
40,850,000
14.97
HSBC Custody Nominees (Australia) Limited
33,502,661
12.28
National Nominees Limited
21,084,365
7.73
Pascal Educational Services Pty Ltd
12,787,000
4.69
Mutual Trust Pty Ltd
11,818,178
4.33
Citicorp Nominees Pty Limited
7,407,511
2.71
BNP Paribas Nominees Pty Ltd
2,611,073
0.96
Blake Beckett Pty Ltd
2,000,000
0.73
Mr Sean Patrick Martin
795,567
0.29
Mutual Appreciation Society Pty Limited
415,740
0.15
Leopard Capital Pty Ltd
404,920
0.15
Lcone Pty Ltd
343,309
0.13
Mantou Republic Pty Ltd
323,301
0.12
Allan Brackin Retirement Fund Pty Ltd
322,895
0.12
Bretton Pty Ltd
300,000
0.11
Mr Jonathan Claude Kenny
288,856
0.11
Mr Kei Yan Cheng
284,280
0.10
Nepean Superannuation Pty Ltd
254,584
0.09
265,610,735
97.34
Unquoted equity securities
Number on issue
Number of holders
Share appreciation rights
5,506,484
6
121
3P Learning Limited
Corporate directory
30 June 2024
Directors
Matthew Sandblom - Executive Chairman and Director
Allan Brackin - Non-Executive Director
Mark Lamont - Non-Executive Director
Katherine Ostin - Non-Executive Director
Belinda Rowe - Non-Executive Director
Craig Coleman - Non-Executive Director
Chief Executive Officer
Jose Palmero
Chief Financial Officer
Company secretary
Registered office and principal
place of business
Share register
Auditor
Stock exchange listing
Website
Corporate Governance
Statement
Anton Clowes
Joyce Li
3P Learning Limited
655 Parramatta Road, Leichhardt
NSW 2040
Head office telephone: 1300 850 331
The Registrar
Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000
Share registry telephone: 1300 554 474
KPMG
Level 38, Tower 3, 300 Barangaroo Avenue
Sydney NSW 2000
3P Learning Limited shares are listed on the Australian Securities Exchange
(ASX code: 3PL)
http://www.3plearning.com/
The directors and management are committed to conducting the business of 3P Learning
Limited in an ethical manner and in accordance with the highest standards of corporate
governance. 3P Learning Limited has adopted and has substantially complied with the
ASX Corporate Governance Principles and Recommendations (Fourth Edition)
("Recommendations") to the extent appropriate to the size and nature of its operations.
The Group’s Corporate Governance Statement, which sets out the corporate governance
practices that were in operation during the financial year and identifies and explains any
Recommendations that have not been followed and ASX Appendix 4G are released to
the ASX on the same day the Annual Report is released. The Corporate Governance
Statement and Corporate Governance Compliance Manual can be found on the
company’s website at: http://www.3plearning.com/investors/governance/
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The award-winning team behind
3P Learning Limited
www.3plearning.com
ABN 50 103 827 836
Tel. 1300 850 331
Email address: investors@3plearning.com