REG - Centaur Media PLC - Interim results for the 6 months ended 30 Jun 2024
24/07/2024 07:00
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RNS Number : 5443X Centaur Media PLC 24 July 2024
24 July 2024
Centaur Media Plc
("Centaur" or "Group")
Interim results for the 6 months ended 30 June 2024
Good start to implementing Build, Invest and Grow strategy (BIG27)
Investment and resources targeted to strategically valuable revenue streams
Centaur, an international provider of business intelligence and learning,
presents its interim results for the 6 months ended 30 June 2024.
Financial highlights
Re-presented(2)
£m H1 2024 H1 2023 Change
Reported revenue 16.5 17.9 -8%
Adjusted(1) EBITDA 2.5 3.3 -26%
Adjusted(1) EBITDA margin 15% 19% -4pp
Adjusted(1) operating profit 1.4 2.3 -38%
Reported operating profit 1.5 1.7 -12%
Group reported profit after taxation 1.1 1.9 -42%
Adjusted(1) diluted EPS 0.7 1.6 -56%
Ordinary dividend (pence per share) 0.6 0.6 -
Net cash(3) 8.9 8.8 1%
· Centaur is focused on implementing its Build, Invest and Grow strategy
(BIG27), a customer-centric roadmap to leverage the strength of its brands and
deliver significant revenue growth in the mid-term
· Revenue in H1 reduced by 8% to £16.5m, driven by challenging trading
conditions within certain Xeim brands and sector headwinds relating to
non-strategic revenue
· 90% of Group revenue derived from strategically valuable revenue(4), with good
performances from the Group's future growth drivers, MW Mini MBA, Marketing
Week subscriptions and The Lawyer
· Adjusted(1) EBITDA decreased to £2.5m (H1 2023: £3.3m), delivering an
adjusted(1) EBITDA margin of 15% (H1 2023: 19%) reflecting the reduction in
revenue and initial investment costs for BIG27
· Net cash(3) of £8.9m (H1 2023: £8.8m) with strong cash conversion(5) of 102%
· Centaur well-placed to invest in organic growth and M&A, with a £10m
undrawn RCF
· Ordinary dividend of 0.6 pence per share (H1 2023: 0.6 pence per share) under
new progressive dividend policy
Strategic and operational highlights
· Detailed roadmaps in place for BIG27 revenue growth and initial investments
made to drive strategically valuable revenue(4) in areas of the business with
high growth potential
· The investments will gather pace in H2 2024 with accelerated product
development rolling-out in The Lawyer, MW Mini MBA and Marketing Week, as well
as implementing new capabilities for customer-centric product innovation
across the Group
· Well-placed to invest for growth in the medium term, with strong balance sheet
and reliable cash generation
Swag Mukerji, Chief Executive Officer, commented:
"During the first half of 2024 we have focused on implementing the initial
phase of our Build, Invest and Grow strategy (BIG27), which we announced in
April.
BIG27 supports the vision to be our customers' partner of choice for business
intelligence and learning through understanding and satisfying their needs.
Embedding this at the core of our business will drive significant revenue
growth in the medium term.
I am pleased that our future growth drivers, MW Mini MBA, Marketing Week
subscriptions and The Lawyer have performed well, although the Xeim H1
performance in some parts of Econsultancy and Oystercatchers has been
negatively impacted by sector headwinds. This reinforces the importance of our
investment in insight and learning expertise. With the greater weighting of
revenue in H2, we expect to return to growth in the second half of 2024 and
look forward to driving the delivery of our BIG27 strategy over the next four
years."
Financial performance
Over the first six months of 2024, Centaur has focused on strengthening its
foundations and starting the investment required to drive growth as part of
BIG27. Significant headwinds in the marketing sector and legal recruitment,
together with wider macro-economic challenges and the initial cost of
investment for BIG27 (£0.2m) negatively impacted the Group's financial
performance in the first half of the year.
First half reported revenue was £16.5m, down 8% (H1 2023: £17.9m). Growth
from The Lawyer of 7% has been offset by weaker performance in some of the
Xeim brands. Adjusted(1) EBITDA declined 26% to £2.5m (H1 2023: £3.3m) and
adjusted(1) EBITDA margin decreased to 15% (H1 2023: 19%).
The Group has maintained resilient cash generation, despite the decline in
revenue, and management has carefully managed the cost base to reinforce the
efficiency of the business through the BIG27 transition period. Centaur has
also continued to focus on its strategically valuable revenue(4) streams,
which account for 90% of Group sales.
The decrease in adjusted(1) EBITDA has resulted in an adjusted(1) operating
profit of £1.4m (H1 2023: £2.3m) leading to an adjusted(1) diluted EPS of
0.7 pence for H1 2024 (H1 2023: 1.6 pence).
Centaur has a robust cash position with a net cash(3) balance of £8.9m at 30
June, after paying out £1.7m of ordinary dividends during the period, and
strong cash conversion(5) at 102%. This supports future investment in the
growth of the business through the BIG27 strategy.
Business Unit performance
Following the launch of BIG27 in April, Centaur has focused investment and
resource allocation on key drivers of growth, including new product
development and marketing spend in the MW Mini MBA, Marketing Week and The
Lawyer.
Xeim
Centaur has seen lower revenue across Xeim, as blue-chip companies and large
clients responded to macro-economic challenges by cutting back on their
budgets for the first half of the year in particular impacting new and repeat
business at Econsultancy. Highlights during H1 2024 include:
· MW Mini MBA - the April courses registered a significant increase of 18% in
delegates compared to September 2023, returning close to the levels recorded
in April 2023 with revenue in H1 2024 in line with H1 2023;
· Marketing Week - revenue is 14% behind H1 2023 due to the expected decline in
non-strategic revenue. However, subscription revenue has increased 8%
year-on-year and we expect the BIG27 investment in premium content, which sits
behind a paywall, to accelerate subscription growth and increase recurring
revenue from H2 2024;
· Econsultancy - maintained strong renewal rates of 90% in H1 2024 (H1 2023:
86%) and launched the new Fast Track to Digital Marketing course,
strengthening the brand's exposure to customer demand for digital marketing
training. However, ongoing macro-economic pressures impacted new business and
customer budgets, resulting in a 17% year on year reduction in H1 revenue for
the brand;
· The Influencer Group (comprising brands Influencer Intelligence, Fashion &
Beauty Monitor and Foresight News) - revenue declined by 8% impacted by
tightening budgets in the retail and fashion sector. New business held at 2023
levels, although renewal rates decreased to 78% (H1 2023: 84%); and
· Oystercatchers - sales were significantly impacted by a cyclical downturn in
new business and reported a 55% decrease in revenue compared to the first half
of 2023.
However, Xeim has strong foundations and management is confident that its
suite of well-established brands is well placed to benefit from a
strengthening economy, with targeted investment in growth areas under BIG27 to
capture resurgent demand.
The Lawyer
The Lawyer continues to deliver good growth in Premium Content, with an 8%
increase from the first half of 2023, driven by a combined 102% renewal rate
from all of its subscription products and a more than doubling of new
business. This resilient performance was further supported by a 15% increase
in revenue from events due to the continuing success of the GC Summit and The
Lawyer Awards, together with the introduction of the new Legal Transformation
Summit in March.
The growth in Premium Content and Events was partially offset by 11% lower
revenue from non-strategic Marketing Solutions and Recruitment Advertising.
Dividend
Centaur's Board has approved an interim ordinary dividend for 2024 of 0.6p per
share (H1 2023: 0.6p), in line with Centaur's new progressive dividend policy
to distribute the higher of the previous year's dividend or 40% of adjusted(1)
earnings after taxation.
Outlook
Centaur's profitability dipped in the first half of 2024, reflecting adverse
trading conditions and the Group's investment as part of its BIG27 strategy.
In keeping with historical trends, we anticipate a greater weighting of
revenue and profit in the second half of 2024, primarily due to the Festival
of Marketing in October and a higher proportion of revenue in H2 from MW Mini
MBA due to the timing of the courses. This seasonality will be further
amplified with growth in revenue in H2 2024 from BIG27 investments.
Even with the uncertain macroeconomic conditions, the performance of The
Lawyer and MW Mini MBA, together with the impact of BIG27 investment, leads us
to expect a return to growth in H2.
The Board is confident in the successful delivery of Centaur's BIG27 strategy
with clear and detailed roadmaps to deliver accelerated revenue growth. The
Group's balance sheet strength will support continued investment in high
growth areas of the business, as well as future plans for both organic growth
and M&A.
(1 ) Adjusted EBITDA is adjusted operating profit before
depreciation and amortisation. Adjusted results exclude adjusting items as
detailed in note 4 of this Interim Report.
(2 ) Re-presented results exclude the discontinued operations of
the Really B2B and Design Week brands in 2023 as detailed in note 1 of the
interim results.
(3 ) Net cash is the total of cash and cash equivalents and
short-term deposits. There are no overdrafts or borrowings in the Group.
(4 ) Strategically valuable revenue comprises Premium Content,
Training and Advisory, and Events.
(5 ) Cash conversion is calculated as adjusted operating cash
flow (excluding any one-off significant cash flows) / adjusted EBITDA.
Enquiries
Centaur Media plc
Swag Mukerji, Chief Executive Officer 020 7970 4000
Simon Longfield, Chief Financial Officer
Teneo
Zoë Watt / Oliver Bell 07713 157561 / 07917 221748
Note to editors
Centaur is an international provider of business intelligence and learning
that inspires and enables people to excel at what they do within the marketing
and legal professions.
BIG27 is Centaur's four-year strategy to Build, Invest and Grow as detailed at
its Capital Markets Day in April 2024: Research | Centaur Media PLC
(https://www.centaurmedia.com/investors/research) .
Overview of Group Performance
Following the successful completion of MAP23 at the end of 2023, the next
stage of Centaur's journey is now underway. At our Capital Markets Day in
April we announced BIG27, our new strategy to Build, Invest and Grow the
business over the next four years, focusing on revenue growth in particular
from product development and M&A.
Current trading is below the levels experienced in the first half of 2023 as
we confront a challenging macroeconomic environment and sector-wide headwinds.
Revenue in H1 2024 declined 8% compared to H1 2023, with Xeim reporting a 13%
decrease partially offset by The Lawyer which achieved growth of 7%. Despite
this, we have maintained our continuing focus on satisfying customer needs
with our offering of high-quality products, with 90% (H1 2023: 90%) of revenue
being generated from strategically valuable revenue(6).
Trading Summary
Re-presented(2)
Six months ended Six months ended
Unaudited 30 June 2024 30 June 2023 Movement
Revenue (£m) 16.5 17.9 -8%
Adjusted(1) EBITDA (£m) 2.5 3.3 -26%
Adjusted(1) operating profit (£m) 1.4 2.3 -38%
Reported operating profit (£m) 1.5 1.7 -12%
Group reported profit after tax (£m) 1.1 1.9 -42%
Adjusted(1) diluted EPS (pence) 0.7 1.6 -56%
Adjusted(1) operating cash flow(3) (£m) 2.5 4.0 -37%
Cash conversion(4) 102% 115% -13pp
The adjusted(1) operating profit declined year on year to £1.4m (H1 2023:
£2.3m) reflecting the reduction in revenue and the resulting reduction in
EBITDA margin to 15% (H1 2023: 19%), as well as initial investment costs for
BIG27. As a result of the decreased adjusted(1) operating profit, a credit for
adjusting items of £0.1m (H1 2023: charge of £0.6m) and a tax charge of
£0.4m (H1 2023: a credit of £0.2m), the Group reported a profit for the
period of £1.1m (H1 2023: £1.9m).
Adjusted(1) diluted earnings per share for the reporting period decreased to
0.7 pence (H1 2023: 1.6 pence). Diluted earnings per share for the period on a
reported basis was 0.7 pence (H1 2023: 1.3 pence).
Net cash(4) decreased from £9.5m at the end of 2023 to £8.9m at the end of
June 2024. Cash inflows were strong in the period, mainly due to continued
focus on cash collection reducing trade receivables by £1.3m. This, combined
with a £1.3m increase in deferred income, offset by a decrease in trade
payables and an increase in prepayments and accrued income, resulted in strong
cash conversion(4) in the period of 102% (H1 2023: 115%) demonstrating the
Group's continuing ability to successfully convert its profits into cash.
The Group generated an adjusted operating cash inflow of £2.5m and, in
addition to capital expenditure of £0.6m, paid out £1.7m of ordinary
dividends, £0.4m of exceptional costs and £0.4m of lease obligations, net
interest and other payments.
Six months ended Six months ended
30 June (unaudited) 30 June (unaudited)
2024 2023
£m £m
Adjusted(1) operating profit* 1.4 2.4
Depreciation and amortisation 1.1 1.1
Movement in working capital - 0.5
Adjusted(1) operating cash flow(3) 2.5 4.0
Capital expenditure (0.6) (0.8)
Adjusting items (0.4) -
Taxation - (1.6)
Lease obligations, net interest and other (0.4) (0.5)
Free cash flow 1.1 1.1
Dividends paid to Company's shareholders (1.7) (8.0)
Purchase of own shares - (0.3)
Decrease in net cash(5) (0.6) (7.2)
Opening net cash(5) 9.5 16.0
Closing net cash(5) 8.9 8.8
Cash conversion(4) 102% 115%
* Adjusted operating profit for 2023 has not been re-presented in relation to
discontinued operations
Segmental Review
Revenue for the six months ended 30 June, together with reported growth rates
across each segment, are set out below.
Re-presented(2)
Xeim The Lawyer Total Xeim The Lawyer Total
2024 2024 2024 2023 2023 2023
£'000 £'000 £'000 £'000 £'000 £'000
Revenue
Premium Content 4,606 2,725 7,331 5,040 2,514 7,554
Training and Advisory 5,963 - 5,963 7,025 - 7,025
Events 249 1,355 1,604 386 1,179 1,565
Other revenue 921 654 1,575 969 738 1,707
Total revenue 11,739 4,734 16,473 13,420 4,431 17,851
Revenue (decline)/growth (%) (13)% 7% (8)%
The table below reconciles the adjusted(1) operating profit/(loss) for each
segment to the adjusted(1) EBITDA:
Re-presented(2)
Xeim The Lawyer Central Total Xeim The Lawyer Central Total
2024 2024 2024 2024 2023 2023 2023 2023
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 11,739 4,734 - 16,473 13,420 4,431 - 17,851
Adjusted(1) operating costs (10,584) (3,104) (1,386) (15,074) (11,184) (2,837) (1,579) (15,600)
Adjusted(1) operating profit/(loss) 1,155 1,630 (1,386) 1,399 2,236 1,594 (1,579) 2,251
Adjusted(1) operating margin 10% 34% - 8% 17% 36% - 13%
Depreciation and amortisation 765 198 94 1,057 781 177 99 1,057
Adjusted(1) EBITDA 1,920 1,828 (1,292) 2,456 3,017 1,771 (1,480) 3,308
Adjusted(1) EBITDA margin 16% 39% - 15% 22% 40% - 19%
Xeim
Xeim's revenue decreased by 13% for the first half of 2024, driven by
challenging trading conditions within certain Xeim brands and sector headwinds
relating to non-strategic revenue. Adjusted(1) EBITDA reduced by £1.1m to
£1.9m on the back of the lower revenue and initial investment costs for
BIG27, partially offset by a reduction in operating costs from careful
management, resulting in a 6 percentage point decrease in EBITDA margin to
16%.
The Xeim portfolio brings together a suite of nine brands - MW Mini MBA,
Marketing Week, Econsultancy, Festival of Marketing, Creative Review,
Influencer Intelligence, Fashion & Beauty Monitor, Oystercatchers and
Foresight News - which have contributed to this performance:
· The MW Mini MBA revenue was materially in line with H1 2023, as we delivered
the course to approximately 3,000 delegates, similar to levels experienced in
April 2023 and an 18% uplift in delegates from the September 2023 cohort;
· Marketing Week revenue is 14% behind H1 2023 due to a decrease in
non-strategic revenue, although subscription revenue has increased 8%
year-on-year. We expect to see further improvements in subscription growth and
increased recurring revenue in H2 2024 as a consequence of the BIG27
investment to grow its premium content by producing greater volumes of content
and placing them behind the paywall;
· Econsultancy revenue fell by 17%. Renewal rates of 90% (H1 2023: 86%) remain
strong and the new Fast Track to Digital Marketing course was launched,
strengthening the brand's exposure to customer demand for digital marketing
training. However, ongoing macro-economic pressures impacted new business and
existing customer budgets for both Premium Content and Training & Advisory
projects. This has been a challenge as we continue to experience
customer-driven delays;
· The Influencer Group (comprising the brands Influencer Intelligence, Fashion
& Beauty Monitor and Foresight News) revenue declined by 8% impacted by
tightening budgets in the retail and fashion sector. New business held at 2023
levels, although declining renewal rates of 78% (H1 2023: 84%) has led to a
reduction in the book of business of 6%; and
· Oystercatchers' revenue has decreased 55% compared to the comparative period,
however sales pipelines are building which should result in an improvement in
H2 trading.
The Lawyer
Revenue for The Lawyer increased 7% compared to H1 2023 with an increase in
strategically valuable revenue from Premium Content and Events, offset by a
decrease in non-strategic Marketing Solutions and Recruitment Advertising
revenue of 11%.
Premium Content subscriptions continued to grow, with an 8% increase from the
first half of 2023, driven by healthy renewal rates of 102% across The
Lawyer's subscription products together with a doubling of new business. This
has resulted in an increase in the book of business since the start of the
period of 11%.
Events revenue increased 15% after multiple successful events including the
new Legal Transformation Summit in March, the GC Summit and another successful
The Lawyer Awards in June.
Adjusted(1) EBITDA increased by 3% to £1.8m on the back of the higher revenue
with a small reduction in EBITDA margin to 39% (H1 2023: 40%).
Central
Central operating costs have decreased by £0.2m to £1.4m compared to H1 2023
(£1.6m).
Dividends
In line with the Group's new progressive dividend policy to distribute the
higher of 40% of adjusted(1) retained earnings or the previous year's
dividend, the Board has announced an interim dividend for 2024 of 0.6 pence
per share (H1 2023: 0.6 pence). This will be paid on 25 October 2024 to all
shareholders on the register as at close of business on 11 October 2024.
Balance Sheet
The balance sheet of the Group remains strong albeit with a small reduction in
net cash since the end of 2023 after paying out £1.7m in ordinary dividends
during the period. Healthy cash collection during the period has resulted in a
decrease in days sales outstanding such that trade receivables have decreased
by £1.3m to £2.3m. Trade and other payables have decreased by £2.0m since
31 December 2023 largely due to a reduction in accruals arising from the
timing of expenses and lower costs including bonuses. Non-current assets and
non-current liabilities have both decreased since 31 December 2023 in relation
to the right of use asset and related lease liability. Deferred tax assets
have decreased by £0.4m in relation to utilisation of losses carried forward.
Principal Risks and Uncertainties
The principal risks and uncertainties currently faced by the Group are
reviewed regularly by the Board. The principal risks faced by the Group are
set out below and the Board considers the risk levels to have remained the
same since December 2023, except where stated otherwise.
· The world economy has been severely impacted by various economic and political
shocks and the UK experienced a mild recession earlier this year. However, it
is now experiencing a low level of growth and inflation has recently returned
to more normal rates (2% in June 2024); interest rates remain high. The Group
continues to have sensitivity to UK/sector volatility and economic conditions.
The impact has been acute on some of Centaur's target market segments
including FMCG, fashion, retail and entertainment sectors with a notable
increase in the number of companies entering administration.
· Failure to deliver and maintain a high growth performance culture. Centaur's
success depends on growing the business and completing the BIG27 strategy. To
do this, it is reliant in large part on its ability to recruit, motivate and
retain highly experienced and qualified employees in the face of often intense
competition from other companies, especially in London.
· Fraudulent or accidental breach of IT network, major systems failure or
ineffective operation of IT and data management systems leads to loss, theft
or misuse of financial assets, proprietary or sensitive information and / or
inoperative core products, services, or business functions.
· Regulatory: GDPR, PECR and other similar legislation include strict
requirements regarding how Centaur handles personal data, including that of
customers. There is risk of a fine from the ICO, third-party claims as well as
reputational damage if we do not comply.
Forward Looking Statements
Certain statements in this interim report are forward looking. Although the
Group believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that these expectations
will prove to be correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. It undertakes no obligation to
update any forward-looking statements whether because of new information,
future events or otherwise.
Statement of Directors' Responsibilities
The Directors confirm that the condensed consolidated interim financial
information for the six-month period ended 30 June 2024 has been prepared in
accordance with the Disclosure Guidance and Transparency Rules (DTR) of the
Financial Conduct Authority and with International Financial Reporting
Standards ('IFRSs') and IAS 34, 'Interim financial reporting', in line with
UK-adopted international accounting standards.
In addition, the interim management report herein includes a fair review of
the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· An indication of important events that have occurred during the period and
their impact on the condensed consolidated interim financial information, and
a description of the principal risks and uncertainties for the remaining
period of the financial year; and
· Material related party transactions in the period and any material changes in
the related party transactions described in the last annual report.
The Directors of Centaur Media Plc are listed in the Centaur Media Plc Annual
Report for the year ended 31 December 2023. A list of current directors is
maintained on the Centaur Media Plc website.
Going Concern
In assessing the going concern status, the Directors considered the Group's
activities, the financial position of the Group and their identification of
any material uncertainties and the principal risks to the Group. The Directors
have a reasonable expectation that the Group has adequate resources to
continue in operational existence for at least 12 months from the date of this
report and for this reason, they continue to adopt the going concern basis in
preparing the condensed consolidated interim financial information.
The interim report was approved by the Board of Directors and authorised for
issue on 23 July 2024 and signed on behalf of the Board by:
Swag Mukerji, Chief Executive Officer
Notes:
(a) The maintenance and integrity of the Centaur Media plc website is the
responsibility of the directors; the work carried out by the auditor does not
involve consideration of these matters and, accordingly, the auditor accepts
no responsibility for any changes that may have occurred to the condensed
consolidated interim financial information since they were initially presented
on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination
of the condensed consolidated interim financial information may differ from
legislation in other jurisdictions.
Footnotes:
(1 ) Adjusted EBITDA is adjusted operating profit before depreciation and
amortisation. Adjusted results exclude adjusting items, as detailed in note 4
of this Interim Report.
(2 ) See note 1 of this Interim Report for description of the prior period
re-presentation.
(3 ) For reconciliation of adjusted operating cash flow see note 1 of this
Interim Report.
(4 ) Cash conversion is calculated as adjusted operating cash flow
(excluding any one-off significant cash flows) / adjusted EBITDA.
(5) Net cash is the total of cash and cash equivalents and short-term
deposits. There are no overdrafts or borrowings in the Group.
(6) Strategically valuable revenue comprises Premium Content, Training and
Advisory, and Events.
INDEPENDENT REVIEW REPORT TO CENTAUR MEDIA PLC
On the interim financial information for the six months ended 30 June 2024
Conclusion
We have been engaged by Centaur Media Plc (the "Group"), to review the
condensed set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024 which comprise the condensed consolidated
statement of comprehensive income, condensed consolidated statement of changes
in equity, condensed consolidated statement of financial position, condensed
consolidated cash flow statement and the related notes 1 to 20.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2024 is not prepared in all
material aspects, in accordance with UK-adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 - "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued for use in the United Kingdom. A
review of interim financial information consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the Group are
prepared in accordance with UK-adopted international accounting standards. The
condensed set of financial statements included in this half-yearly report has
been prepared in accordance with UK-adopted International Accounting Standard
34 "Interim Financial Reporting".
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE(UK) 2410, however future events or conditions may cause the entity to
cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report
in accordance with UK adopted International Accounting Standard 34 and the
Disclosure Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the Group's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusion
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with International
Standard on Review Engagements (UK) 2410 "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity" issued by the
Financial Reporting Council. Our work has been undertaken so that we might
state to the Company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the Company, for our review work, for this report, or for the conclusions
we have formed.
Crowe U.K. LLP
Statutory Auditor
London, United Kingdom
23 July 2024
Condensed consolidated Statement of Comprehensive Income
for the six months ended 30 June 2024
Six month ended 30 June (unaudited)
Note Adjusted Adjusting Reported Re-presented(2) Re-presented(2) Re-presented(2)
Results(1) Items(1) Results Adjusted Adjusting Reported
2024 2024 2024 Results(1) Items(1) Results
£'000 £'000 £'000 2023 2023 2023
£'000 £'000 £'000
Continuing operations
Revenue 2 16,473 - 16,473 17,851 - 17,851
Net operating expenses 3 (15,074) 55 (15,019) (15,600) (591) (16,191)
Operating profit/(loss) 1,399 55 1,454 2,251 (591) 1,660
Finance income 155 - 155 114 - 114
Finance costs (81) - (81) (142) - (142)
Net finance income/(costs) 74 - 74 (28) - (28)
Profit/(loss) before tax 1,473 55 1,528 2,223 (591) 1,632
Taxation 5 (387) (33) (420) 10 141 151
Profit/(loss) for the period from continuing operations 1,086 22 1,108 2,233 (450) 1,783
Discontinued operations
Profit/(loss) for the period from discontinued operations after tax 6 - - - 128 (11) 117
Profit/(loss) for the period attributable to owners of the parent 1,086 22 1,108 2,361 (461) 1,900
Total comprehensive income/(loss) attributable to owners of the parent 1,086 22 1,108 2,361 (461) 1,900
Earnings/(loss) per share attributable to owners of the parent 7
Basic from continuing operations 0.7p - 0.7p 1.5p (0.3p) 1.2p
Basic from discontinued operations - - - 0.1p - 0.1p
Basic 0.7p - 0.7p 1.6p (0.3p) 1.3p
Fully diluted from continuing operations 0.7p - 0.7p 1.5p (0.3p) 1.2p
Fully diluted from discontinued operations - - - 0.1p - 0.1p
Fully diluted 0.7p - 0.7p 1.6p (0.3p) 1.3p
(1) Adjusting items are disclosed in note 4.
(2) See note 1 for description of the prior period re-presentation.
Condensed consolidated Statement of Changes in Equity
for the six months ended 30 June 2024
Reserve for Foreign
Share Own Share shares to Deferred currency Retained Total
capital shares premium be issued shares reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Unaudited
At 1 January 2023 15,141 (5,863) 1,101 1,127 80 144 37,096 48,826
Profit for the period and
total comprehensive income - - - - - - 1,900 1,900
Currency translation adjustment - - - - - (6) - (6)
Transactions with owners:
Dividends (note 14) - - - - - - (8,046) (8,046)
Purchase of own shares - (322) - - - - - (322)
Fair value of employee services - - - 435 - - - 435
Tax on share-based payments - - - - - - (169) (169)
As at 30 June 2023 15,141 (6,185) 1,101 1,562 80 138 30,781 42,618
Unaudited
At 1 January 2024 15,141 (4,909) 1,101 1,670 80 127 31,858 45,068
Profit for the period and
total comprehensive income - - - - - - 1,108 1,108
Transactions with owners:
Dividends (note 14) - - - - - - (1,743) (1,743)
Exercise of share awards (note 15) - 308 - (271) - - (37) -
Fair value of employee services - - - (158) - - - (158)
Tax on share-based payments - - - - - - (46) (46)
As at 30 June 2024 15,141 (4,601) 1,101 1,241 80 127 31,140 44,229
Condensed consolidated Statement of Financial Position as at 30 June
2024
Registered number 04948078
30 June 31 December 30 June
2024 2023 2023
Unaudited Audited Unaudited
Note £'000 £'000 £'000
Non-current assets
Goodwill 8 41,162 41,162 41,162
Other intangible assets 9 3,512 3,522 3,114
Property, plant and equipment 1,699 2,226 2,751
Deferred tax assets 1,758 2,177 3,287
Other receivables 10 176 166 176
48,307 49,253 50,490
Current assets
Trade and other receivables 10 4,721 5,089 5,735
Short-term deposits 11 7,500 7,500 6,000
Cash and cash equivalents 1,378 1,996 2,839
Current tax asset 372 379 105
13,971 14,964 14,679
Total assets 62,278 64,217 65,169
Current liabilities
Trade and other payables 12 (6,580) (8,589) (9,411)
Lease liabilities 13 (989) (952) (918)
Deferred income (9,691) (8,352) (10,648)
(17,260) (17,893) (20,977)
Net current liabilities (3,289) (2,929) (6,298)
Non-current liabilities
Lease liabilities 13 (517) (1,025) (1,505)
Deferred tax liabilities (272) (231) (69)
(789) (1,256) (1,574)
Net assets 44,229 45,068 42,618
Capital and reserves attributable to owners of the Company
Share capital 15,141 15,141 15,141
Own shares (4,601) (4,909) (6,185)
Share premium 1,101 1,101 1,101
Other reserves 1,321 1,750 1,642
Foreign currency reserve 127 127 138
Retained earnings 31,140 31,858 30,781
Total equity 44,229 45,068 42,618
The notes are an integral part of these condensed consolidated interim
financial information. The condensed consolidated interim financial
information was approved by the Board of Directors on 23 July 2024 and were
signed on its behalf by:
Simon Longfield
Chief Financial Officer
Condensed consolidated Cash Flow Statement
for the six months ended 30 June 2024
Six months ended 30 June (unaudited)
2024 2023
Note £'000 £'000
Cash flows from operating activities
Cash generated from operations 17 2,091 3,990
Tax paid - (1,556)
Interest paid (1) (40)
Net refund of lease deposit - 116
Net cash generated from operating activities 2,090 2,510
Cash flows from investing activities
Proceeds from disposal of assets 4 44 -
Purchase of property, plant and equipment (21) (72)
Purchase of intangible assets 9 (565) (763)
Interest received 11 179 105
Investment in short-term deposits 11 - 2,500
Net cash flows (used in)/generated from investing activities (363) 1,770
Cash flows from financing activities
Finance costs paid (35) (37)
Extension fee on revolving credit facility (20) (20)
Repayment of obligations under lease 13 (503) (486)
Purchase of own shares - (322)
Share options exercised 15 (44) -
Dividends paid to Company's shareholders 14 (1,743) (8,046)
Net cash flows used in financing activities (2,345) (8,911)
Net decrease in cash and cash equivalents (618) (4,631)
Cash and cash equivalents at beginning of period 1,996 7,501
Effect of foreign currency exchange rate changes - (31)
Cash and cash equivalents at end of period 1,378 2,839
Notes to the condensed consolidated interim financial information
1 Summary of explanatory information and material accounting policies
General information
Centaur Media Plc ('the Company') is a public company limited by shares and
incorporated and domiciled in England and Wales. The address of the Company's
registered office is 10 York Road, London, SE1 7ND, United Kingdom. The
Company is listed on the London Stock Exchange.
These condensed consolidated interim financial information was approved for
issue on 23 July 2024.
These condensed consolidated interim financial information is unaudited and do
not constitute the statutory accounts within the meaning of Section 434 of the
Companies Act 2006. The Group's most recent statutory financial statements,
which comprise the Annual Report and audited Financial Statements for the year
ended 31 December 2023 were approved by the Board of Directors on 12 March
2024 and delivered to the Registrar of Companies. The report of the auditor
on those financial statements was not qualified, did not contain an emphasis
of matter paragraph and did not contain any statement under Section 498 of the
Companies Act 2006.
The consolidated financial statements of the Group as at, and for the year
ended 31 December 2023, are available upon request from the Company's
registered office or at www.centaurmedia.com (http://www.centaurmedia.com) .
Basis of preparation
The condensed consolidated interim financial information for the six-month
period ended 30 June 2024 has been prepared in accordance with the Disclosure
and Transparency rules of the Financial Conduct Authority and with UK-adopted
International Accounting Standards and IAS 34, 'Interim Financial Reporting'.
The condensed consolidated financial information should be read in conjunction
with the Annual Report and Financial Statements for the year ended 31 December
2023, which have been prepared in accordance with UK-adopted International
Accounting Standards.
Going concern
The condensed consolidated interim financial information has been prepared on
a going concern basis.
At 30 June 2024, the Group has cash and cash equivalents of £1,378,000 (2023:
£2,839,000), short-term deposits of £7,500,000 (2023: £6,000,000) and has
net current liabilities of £3,289,000 (2023: net current liabilities
£6,298,000). In both periods net current liabilities primarily arose from the
Group's normal high levels of deferred income relating to performance
obligations to be delivered in the future and is not a liability that is
likely to be paid in cash.
The Directors have assessed the Group's activities, the financial position of
the Group, and their identification of any material uncertainties and the
principal risks to the Group. The Directors have a reasonable expectation that
the Group has adequate resources to continue in operational existence for at
least twelve months from the date of approval of this report and for the
foreseeable future. Therefore, the Directors consider it appropriate to adopt
the going concern basis of accounting in preparing the condensed consolidated
interim financial information.
Accounting policies and estimates
The accounting policies adopted by the Group in the condensed consolidated
interim financial information is consistent with those applied by the Group in
its consolidated financial statements for the year ended 31 December 2023.
The preparation of the condensed consolidated interim financial information
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
estimates.
In preparing these condensed consolidated interim financial information, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the consolidated financial statements as at and for the year
ended 31 December 2023.
New and amended standards adopted by the Group
No new mandatory standards or amendments have been announced which currently
impact the year commencing 1 January 2024.
New standards and interpretations not yet adopted
There are no standards that are not yet effective and that would be expected
to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
Prior period re-presentation
Discontinued operations
Where the requirements of IFRS 5 have been met, the operational results of
closed brands have been re-presented as discontinued in the comparative
period. See note 6 for more details.
Presentation of non-statutory measures
In addition to IFRS statutory measures, the Directors use various non-GAAP key
financial measures to evaluate the Group's performance and consider that
presentation of these measures provides shareholders with an additional
understanding of the core trading performance of the Group. The basis of the
principal adjustments is comparable with that presented in the consolidated
financial statements for the year ended 31 December 2023, and as described in
those financial statements. The measures used are explained and reconciled to
their IFRS statutory headings below.
The Directors believe that adjusted results and adjusted earnings per share
provide additional useful information on the core operational performance of
the Group to shareholders and review the results of the Group on an adjusted
basis for management purposes. The term 'adjusted' is not a defined term
under IFRS and may not therefore be comparable with similarly titled profit
measurements reported by other companies. It is not intended to be a
substitute for, or superior to, IFRS measurements of profit.
The basis of the principal adjustments is consistent with that presented in
the consolidated financial statements for the year ended 31 December 2023, and
as described in those financial statements.
For the six-month periods ended 30 June 2023 and 30 June 2024, adjustments
were made in respect of:
· Exceptional costs - the Group considers items of income and expense as
exceptional and excludes them from the adjusted results where the nature of
the item, or its magnitude, is material and likely to be non-recurring in
nature so as to assist the user of the financial information to better
understand the results of the core operations of the Group. Details of
exceptional items are shown in note 4.
· Amortisation of acquired intangible assets - the amortisation charge for those
intangible assets recognised on business combinations is excluded from the
adjusted results of the Group since they are non-cash charges arising from
investment activities. As such, they are not considered reflective of the
core trading performance of the Group. Details of amortisation of intangible
assets are shown in note 9.
· Share-based payments - share-based payment expenses or credits are excluded
from the adjusted results of the Group as the Directors believe that the
volatility of these charges can distort the user's view of the core trading
performance of the Group. Details of share-based payments are shown in note
16.
· Profit or loss on disposal of assets or subsidiaries - profit or loss on
disposals of businesses are excluded from adjusted results of the Group as
they are unrelated to core trading and can distort a user's understanding of
the performance of the Group due to their infrequent and volatile nature. See
note 4.
The tax related to adjusting items is the tax effect of the items above that
are allowable deductions for tax purposes, calculated using the standard rate
of corporation tax.
Further details of adjusting items are included in note 4. A reconciliation
between adjusted and reported earnings per share is shown in note 7.
Adjusted operating profit
Profit before tax reconciles to adjusted operating profit as follows:
Six months ended 30 June (unaudited)
Re-presented(2)
2024 2023
£'000 £'000
Profit before tax 1,528 1,632
Adjusting items:
Exceptional costs 166 -
Amortisation of acquired intangibles 24 24
Share-based payment (credit)/expense (201) 567
Profit on disposal of assets (44) -
Adjusted profit before tax 1,473 2,223
Finance income (155) (114)
Finance costs 81 142
Adjusted operating profit 1,399 2,251
(2) See note 1 for description of the prior period re-presentation.
Adjusted operating cash flow
Adjusted operating cash flow is not a measure defined by IFRS. It is defined
as cash flow from operations excluding the impact of adjusting items, which
are defined above. The Directors use this measure to assess the performance of
the Group as it excludes volatile items not related to the core trading of the
Group. Reported cash flow from operations reconciles to adjusted operating
cash as follows:
Six months ended 30 June (unaudited)
2024 2023
£'000 £'000
Reported cash flow from operating activities 2,091 3,990
Cash impact of adjusting items 416 -
Adjusted operating cash flow 2,507 3,990
Capital expenditure (586) (835)
Post capital expenditure cash flow 1,921 3,155
Our cash conversion rate for the period was 102% (2023: 115%).
Underlying revenue growth
The Directors review underlying revenue growth in order to allow a
like-for-like comparison of revenue between years. Underlying revenue
therefore excludes the impact of revenue contribution arising from acquired or
disposed businesses and other revenue streams that are not expected to be
ongoing in future years. There were no exclusions for underlying revenue in
the current or prior period. Reported revenue growth is equal to underlying
revenue growth and is as follows:
Xeim The Lawyer Total
30 June 30 June 30 June
Unaudited Unaudited Unaudited
£'000 £'000 £'000
Reported and underlying revenue 2023 (re-presented(2)) 13,420 4,431 17,851
Reported and underlying revenue 2024 11,739 4,734 16,473
Reported and underlying revenue (decline)/growth (13%) 7% (8%)
(2) See note 1 for description of the prior period re-presentation.
Adjusted EBITDA
Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted
operating profit before depreciation and amortisation of intangible assets
other than those acquired through a business combination. It is used by the
Directors as a measure to review performance of the Group and forms the basis
of some of the Group's financial covenants under its revolving credit
facility. Adjusted EBITDA is calculated as follows:
Six months ended 30 June (unaudited)
Re-presented(2)
2024 2023
£'000 £'000
Adjusted operating profit (as above) 1,399 2,251
Depreciation of property, plant and equipment 548 569
Amortisation of computer software 509 488
Adjusted EBITDA 2,456 3,308
(2) See note 1 for description of the prior period re-presentation.
Net cash
Net cash is not a measure defined by IFRS. Net cash is the total of cash and
cash equivalents and short-term deposits. There are no overdrafts or
borrowings in the Group. The Directors consider the measure useful as it gives
greater clarity over the Group's liquidity as a whole. A reconciliation
between net cash and statutory measures is shown below:
30 June 31 December 30 June
2024 2023 2023
Unaudited Audited Unaudited
£'000 £'000 £'000
Cash and cash equivalents 1,378 1,996 2,839
Short-term deposits 7,500 7,500 6,000
Net cash 8,878 9,496 8,839
Financial risk factors
The Group's activities expose it to a variety of financial risks: interest
rate risk, credit risk, liquidity risk, capital risk and currency risk. The
condensed consolidated interim financial information does not include all
financial risk management information and disclosures that are required in the
annual consolidated financial statements; they should be read in conjunction
with the Group's annual consolidated financial statements for the year ended
31 December 2023.
There have been no changes in risk management processes or policies since the
year end.
Seasonality
In line with the historical seasonal performance of the business, there is an
expected greater weighting of revenue and profit derived in the second half of
each financial year. This weighting is mainly driven by the Festival of
Marketing Event in October and timing of Training and Advisory revenue from MW
Mini MBA. During the year ended 31 December 2023, from continuing operations,
48% (2022: 47%) of revenue and 33% (2022: 35%) of EBITDA occurred in the first
half of the year.
2 Segmental reporting
The Group is organised around two reportable market-facing segments: Xeim and
The Lawyer. These two segments derive revenue from a combination of premium
content, training and advisory, events and other non-strategic revenue.
Overhead costs are allocated to these segments on an appropriate basis,
depending on the nature of the costs, including in proportion to revenue or
headcount. Corporate income and costs have been presented separately as
'Central'. The Group believes this is the most appropriate presentation of
segmental reporting for the user to understand the core operations of the
Group. There is no inter-segmental revenue. Refer to note 6 for details on the
discontinued operations for the period ended 30 June 2023.
Segment assets consist primarily of property, plant and equipment, intangible
assets (including goodwill) and trade receivables. Segment liabilities
comprise trade payables, accruals and deferred income.
Corporate assets and liabilities primarily comprise property, plant and
equipment, intangible assets, current and deferred tax balances, cash and cash
equivalents, short-term deposits, borrowings and lease liabilities.
Capital expenditure comprises additions to property, plant and equipment and
intangible assets.
Xeim The Lawyer Central Group
£'000 £'000 £'000 £'000
Six months ended 30 June 2024
Unaudited
Revenue 11,739 4,734 - 16,473
Adjusted operating profit/(loss) 1,155 1,630 (1,386) 1,399
Exceptional costs (166) - - (166)
Amortisation of acquired intangibles (24) - - (24)
Share-based payment credit 115 68 18 201
Profit on disposal of assets 44 - - 44
Operating profit/(loss) 1,124 1,698 (1,368) 1,454
Finance income 155
Finance costs (81)
Profit before tax 1,528
Taxation (420)
Profit for the period 1,108
Segment assets 33,111 18,265 - 51,376
Corporate assets - - 10,902 10,902
Consolidated total assets 62,278
Segment liabilities (9,806) (4,821) - (14,627)
Corporate liabilities - - (3,422) (3,422)
Consolidated total liabilities (18,049)
Other items
Capital expenditure (tangible and intangible) 533 52 1 586
( ) Xeim The Lawyer Central Continuing operations Discontinued operations Group
£'000 £'000 £'000 £'000 £'000 £'000
Six months ended 30 June 2023
Re-presented(2)
Unaudited
Revenue 13,420 4,431 - 17,851 1,438 19,289
Adjusted operating profit/(loss) 2,236 1,594 (1,579) 2,251 165 2,416
Amortisation of acquired intangibles (24) - - (24) (15) (39)
Share-based payment expense (167) (60) (340) (567) - (567)
Operating profit/(loss) 2,045 1,534 (1,919) 1,660 150 1,810
Finance income 114 - 114
Finance costs (142) - (142)
Profit before tax 1,632 150 1,782
Taxation 151 (33) 118
Profit for the period 1,783 117 1,900
Segment assets 34,246 18,457 - 52,703 513 53,216
Corporate assets - - 11,953 11,953 - 11,953
Consolidated total assets 64,656 513 65,169
Segment liabilities (12,779) (4,657) - (17,436) (451) (17,887)
Corporate liabilities - - (4,664) (4,664) - (4,664)
Consolidated total liabilities (22,100) (451) (22,551)
Other items
Capital expenditure (tangible and intangible) 747 45 35 827 8 835
(2) See note 1 for description of the prior period re-presentation.
Supplemental information
Revenue by geographical location
The Group's revenue from continuing operations from external customers by
geographical location is detailed below:
Six months ended 30 June (unaudited)
Re-presented(2) Re-presented(2)
Xeim The Lawyer Total Xeim The Lawyer Total
2024 2024 2024 2023 2023 2023
£'000 £'000 £'000 £'000 £'000 £'000
United Kingdom 6,519 4,212 10,731 7,116 3,880 10,996
Europe (excluding United Kingdom) 1,779 193 1,972 2,268 187 2,455
North America 1,711 239 1,950 2,116 281 2,397
Rest of world 1,730 90 1,820 1,920 83 2,003
11,739 4,734 16,473 13,420 4,431 17,851
(2) See note 1 for description of the prior period re-presentation.
Substantially all of the Group's net assets are located in the United Kingdom.
The Directors therefore consider that the Group currently operates in a single
geographical segment, being the United Kingdom.
Revenue by type
The Group's revenue from continuing operations by type is as follows:
Six months ended 30 June (unaudited)
Re-presented(2) Re-presented(2)
Xeim The Lawyer Total Xeim The Lawyer Total
2024 2024 2024 2023 2023 2023
£'000 £'000 £'000 £'000 £'000 £'000
Premium Content 4,606 2,725 7,331 5,040 2,514 7,554
Training and Advisory 5,963 - 5,963 7,025 - 7,025
Events 249 1,355 1,604 386 1,179 1,565
Other Revenue(3) 921 654 1,575 969 738 1,707
11,739 4,734 16,473 13,420 4,431 17,851
(2) See note 1 for description of the prior period re-presentation.
(3) Other Revenue includes Marketing Solutions and Recruitment Advertising
revenue.
3 Net operating expenses
Operating profit/(loss) is stated after charging/(crediting):
Six months ended 30 June (unaudited)
Re-presented(2) Re-presented(2) Re-presented(2)
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2024 2024 2024 2023 2023 2023
Note £'000 £'000 £'000 £'000 £'000 £'000
Employee benefits expense 8,360 - 8,360 9,090 - 9,090
Capitalised employee benefits (229) - (229) (186) - (186)
Exceptional costs 4 - 166 166 - - -
Depreciation of property, plant
and equipment 548 - 548 569 - 569
Amortisation of intangible assets 9 509 24 533 488 24 512
Impairment of trade receivables 36 - 36 (98) - (98)
Share-based payment (credit)/expense 16 - (201) (201) - 567 567
Profit on disposal of assets - (44) (44) - - -
IT expenditure 1,171 - 1,171 1,228 - 1,228
Marketing expenditure 881 - 881 1,063 - 1,063
Other staff related costs 127 - 127 203 - 203
Other operating expenses 3,671 - 3,671 3,243 - 3,243
15,074 (55) 15,019 15,600 591 16,191
Cost of sales 6,290 - 6,290 7,014 - 7,014
Distribution costs 18 - 18 16 - 16
Administrative expenses 8,766 (55) 8,711 8,570 591 9,161
15,074 (55) 15,019 15,600 591 16,191
(1) Adjusting items are disclosed in note 4.
(2) See note 1 for description of the prior period re-presentation.
4 Adjusting items
Certain items are presented as adjusting. These are detailed below.
Six months ended 30 June (unaudited)
Re-presented(2)
2024 2023
£'000 £'000
Continuing operations
Exceptional costs 166 -
Amortisation of acquired intangible assets 24 24
Share-based payment (credit)/expense (201) 567
Profit on disposal of assets (44) -
Adjusting items to profit before tax (55) 591
Tax relating to adjusting items 33 (141)
Total adjusting items after tax for continuing operations (22) 450
Discontinued operations
Amortisation of acquired intangible assets - 15
Tax relating to adjusting items - (4)
Total adjusting items after tax for discontinued operations - 11
Total adjusting items after tax (22) 461
(2) See note 1 for description of the prior period re-presentation.
( )
Exceptional costs comprise non-recurring legal fees.
5 Taxation
Six months ended 30 June (unaudited)
2024 2023
£'000 £'000
Analysis of charge/(credit) for the period
Current tax 7 1,615
Deferred tax 413 (1,733)
420 (118)
The tax charge/(credit) is based on the estimated effective tax rate for the
year ended 31 December 2024 of 25% (2023: 23.5%). The prior year tax credit of
£118,000 is split between a £151,000 tax credit relating to continuing
operations and a £33,000 tax charge relating to discontinued operations.
During the prior period, the Group's tax losses from 31 December 2021 were
carried forward rather than being surrendered by way of group relief against
the 2022 taxable profits. This contrasted with the position that was reflected
in the financial statements for the year ended 31 December 2022. This resulted
in additional taxable profits of £6,926,000 in 2022, and a corresponding
increase in tax losses brought forward at 1 January 2023. Therefore in the
prior period, adjustments in respect of prior period were made to current tax
(£1,395,000) and deferred tax (£1,753,000) reflecting the recognition of
those tax losses as a deferred tax asset instead of reducing the current tax
charge relating to 2022.
6 Discontinued operations
In December 2023, the Group closed the Really B2B ('Really) and Design Week
('DW') brands within Xeim in line with the Group's strategy to prioritise
higher quality revenue and profit margin growth. There were no discontinued
operations for the period ended 30 June 2024.
The results of the discontinued operations, which were included in the
condensed consolidated statement of comprehensive income and condensed
consolidated cash flow statement, were as follows:
Six months ended 30 June (unaudited)
Really DW Total
2023 2023 2023
Statement of comprehensive income £'000 £'000 £'000
Revenue 1,248 190 1,438
Expenses (1,163) (125) (1,288)
Profit before tax 85 65 150
Attributable tax charge (19) (14) (33)
Profit after tax 66 51 117
Add back adjusting items(1):
Amortisation of acquired intangible assets 15 - 15
Tax relating to adjusting items(1) (4) - (4)
Total adjusting items(1) 11 - 11
Adjusted profit(1) attributable to discontinued operations after tax 77 51 128
(1) Adjusted results exclude adjusting items, as detailed in note 1.
Six months ended 30 June (unaudited)
Really DW Total
2023 2023 2023
Cash flows £'000 £'000 £'000
Net operating cash flows 8 - 8
Investing cash flows (8) - (8)
Financing cash flows - - -
Total cash flows - - -
The operating cash flows of discontinued operations largely follow the trade
activities of these operations. There were no material investing or financing
cash flows in 2023 and 2024. Exceptional operating costs of £119,000 relating
to the 2023 brand closures and included in discontinued operations for the
year ended 31 December 2023 were paid out in the current period.
7 Earnings/(loss) per share
Basic earnings per share ('EPS') is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of shares
in issue during the period. 1,131,390 (2023: 3,766,138) shares held in the
Employee Benefit Trust and 4,550,179 (2023: 4,550,179) shares held in treasury
have been excluded in arriving at the weighted average number of shares.
For diluted earnings per share the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all dilutive potential ordinary
shares. This comprises share options and awards granted to Directors and
employees under the Group's share-based payment plans where the exercise price
is less than the average market price of the Company's ordinary shares during
the period.
Basic and diluted earnings per share have also been presented on an adjusted
basis, as the Directors believe that these measures are more reflective of the
underlying performance of the Group. These have been calculated as follows:
Six months ended 30 June (unaudited)
2024 2024 2024 Re-presented(2) Re-presented(2) Re-presented(2)
Adjusted Results(1) Adjusting Reported Results 2023 2023 2023
Items(1) Adjusted Results(1) Adjusting Reported Results
Items(1)
Continuing operations (£'000) 1,086 22 1,108 2,233 (450) 1,783
Profit/(loss) for the period from continuing operations
Number of shares (thousands)
Basic weighted average number of shares 145,182 145,182 145,182 143,421 143,421 143,421
Effect of dilutive securities - options 8,821 8,821 8,821 8,655 8,655 8,655
Diluted weighted average number of shares 154,003 154,003 154,003 152,076 152,076 152,076
Earnings/(loss) per share from continuing
operations (pence)
Basic from continuing operations 0.7 - 0.7 1.5 (0.3) 1.2
Fully diluted from continuing operations 0.7 - 0.7 1.5 (0.3) 1.2
Discontinued operations (£'000) - - - 128 (11) 117
Profit/(loss) for the period from discontinued operations
Number of shares (thousands)
Basic weighted average number of shares 145,182 145,182 145,182 143,421 143,421 143,421
Effect of dilutive securities - options 8,821 8,821 8,821 8,655 8,655 8,655
Diluted weighted average number of shares 154,003 154,003 154,003 152,076 152,076 152,076
Earnings/(loss) per share from discontinued operations (pence)
Basic from discontinued operations - - - 0.1 - 0.1
Fully diluted from discontinued operations - - - 0.1 - 0.1
Continuing and discontinued operations (£'000) 1,086 22 1,108 2,361 (461) 1,900
Profit/(loss) for the period attributable to owners of parent
Number of shares (thousands)
Basic weighted average number of shares 145,182 145,182 145,182 143,421 143,421 143,421
Effect of dilutive securities - options 8,821 8,821 8,821 8,655 8,655 8,655
Diluted weighted average number of shares 154,003 154,003 154,003 152,076 152,076 152,076
Earnings/(loss) per share from continuing and discontinued operations (pence)
Basic earnings per share 0.7 - 0.7 1.6 (0.3) 1.3
Fully diluted earnings per share 0.7 - 0.7 1.6 (0.3) 1.3
(1) Adjusting items are disclosed in note 4.
(2) See note 1 for description of the prior year re-presentation.
8 Goodwill
2024 2023
£'000 £'000
Cost
At 1 January and 30 June 81,109 81,109
Accumulated impairment
At 1 January and 30 June 39,947 39,947
Net book value
At 1 January (audited) and 30 June (unaudited) 41,162 41,162
At 31 December 2023, a full impairment assessment was performed over the
Group's goodwill, with no impairment required.
At 30 June 2024, the reported interim results remain ahead of the sensitivity
scenarios used to assess impairment at the year ended 31 December 2023, for
which there was no impairment. As such no indication of impairment has been
identified and a full impairment assessment will be performed on the Group's
goodwill and acquired intangible assets at the year ending 31 December 2024,
in line with IAS 36 'Impairment of Assets'.
9 Other intangible assets
Computer software Brands and publishing rights* Total
£'000 £'000 £'000
Net book value
At 1 January 2024 3,137 385 3,522
Additions
Separately acquired 294 - 294
Internally generated 229 - 229
Amortisation for the period (509) (24) (533)
At 30 June 2024 (unaudited) 3,151 361 3,512
Net book value
At 1 January 2023 2,099 512 2,611
Additions
Separately acquired 849 - 849
Internally generated 181 - 181
Amortisation for the period (488) (39) (527)
At 30 June 2023 (unaudited) 2,641 473 3,114
* Amortisation of acquired intangibles is presented as an adjusting item.
10 Trade and other receivables
30 June 31 December 30 June
2024 2023 2023
Unaudited Audited Unaudited
£'000 £'000 £'000
Amounts falling due within one year
Trade receivables 2,477 3,744 3,816
Less: expected credit loss (185) (188) (373)
Trade receivables - net 2,292 3,556 3,443
Prepayments 2,021 1,107 1,800
Other receivables 150 126 214
Accrued income 258 300 278
4,721 5,089 5,735
Amounts falling due after one year
Other receivables 176 166 176
176 166 176
As at 30 June 2024, other receivables due after one year includes £162,000
(2023: £162,000) in relation to a deposit on the London property lease which
is fully refundable at the end of the lease term.
11 Short-term deposits
30 June 31 December 30 June
2024 2023 2023
Unaudited Audited Unaudited
£'000 £'000 £'000
Short-term deposits 7,500 7,500 6,000
The fixed term for these deposits is four months (2023: between four to six
months). Interest for these short-term deposits is paid on maturity.
12 Trade and other payables
30 June 31 December 30 June
2024 2023 2023
Unaudited Audited Unaudited
£'000 £'000 £'000
Amounts falling due within one year
Trade payables 769 1,198 482
Accruals 4,272 5,713 7,118
Social security and other taxes 989 1,003 1,153
Other payables 550 675 658
6,580 8,589 9,411
13 Lease liabilities
The lease liability currently held by the Group relates to a property lease,
for which a corresponding right-of-use ('ROU') asset is held on the condensed
consolidated statement of financial position within property, plant and
equipment.
£'000
At 1 January 2024 1,977
Interest expense 32
Cash outflow (503)
At 30 June 2024 1,506
At 1 January 2023 -
Addition of lease liability 2,861
Interest expense 48
Cash outflow (486)
At 30 June 2023 2,423
Current 989
Non-current 517
At 30 June 2024 1,506
Current 918
Non-current 1,505
At 30 June 2023 2,423
14 Dividends
Six months ended 30 June (unaudited)
2024 2023
£'000 £'000
Equity dividends
Special dividend for 2022: 3.0 pence per 10 pence ordinary share - 4,312
Special dividend for 2022: 2.0 pence per 10 pence ordinary share - 2,875
Final dividend for 2022: 0.6 pence per 10 pence ordinary share - 859
Final dividend for 2023: 1.2 pence per 10 pence ordinary share 1,743 -
1,743 8,046
An interim dividend for the six months ended 30 June 2024 of £870,000 (0.6
pence per ordinary share) will be paid on 25 October 2024 to all shareholders
on the register as at close of business on 11 October 2024.
15 Own shares reserve
The Employee Benefit Trust issued 747,238 shares to meet obligations arising
from share-based rewards to employees that had vested and were exercised in
the current period. The shares were issued at a historical weighted average
cost of 41.2 pence per share. The total cost of £308,000 has been recognised
as a reduction in the own shares reserve in other reserves in equity.
16 Share-based payments
Six months ended 30 June (unaudited)
2024 2023
£'000 £'000
Share-based payment (credit)/expense (201) 567
The Group's share-based payment plans are equity-settled upon vesting.
The share-based payment (credit)/expense includes social security
contributions which are settled in cash upon exercise.
The credit in the current period is predominately due to forfeitures relating
to leavers and lower future vesting estimates. The movement in the Company's
share price and the later timing of the 2024 LTIP issuance have also
contributed to the credit.
A reconciliation of movements in share awards under the Long-Term Incentive
Plan ('LTIP') during the period is shown below. See note 23 in the Group
Annual Report for the year ended 31 December 2023 for details of all plans.
2024
Number of awards
At 1 January 7,592,527
Granted 4,594,478
Exercised (747,238)
Forfeited (758,212)
At 30 June 2024 10,681,555
Exercisable at 30 June 2024 1,688,557
Weighted average share price at date of exercise (pence) 46.86
During the period LTIP awards were granted to Executive Directors and selected
senior management. The awards granted during the period were priced using the
following model and inputs:
Grant date 22.03.2024 09.05.2024
Share price at grant date (pence) 39.50 41.00
Weighted average fair value of options (pence) 32.81 34.06
Vesting date 22.03.2027 22.03.2027*
Exercise price (pence) - -
Expected volatility (%) 24.0 30.4
Risk free interest rate (%) 4.1 4.3
Valuation model used Stochastic Stochastic
*except for LTIPs issued to Executive Directors with a vesting date of
09.05.2027.
The LTIP awards granted in 2021 vested and became exercisable during the
period as all performance conditions were met. Shares outstanding and
exercisable at 30 June 2024 have expiry dates in September and October 2024.
17 Cash flow generated from operating activities
Six months ended 30 June (unaudited)
2024 2023
Note £'000 £'000
Profit for the period 1,108 1,900
Adjustments for:
Tax charge/(credit) 5 420 (118)
Finance income (155) (114)
Finance costs 81 142
Depreciation of property, plant and equipment 548 569
Amortisation of intangible assets 9 533 527
Share-based payment (credit)/expense 16 (201) 567
Profit on disposal of assets (44) -
Unrealised foreign exchange differences (4) 31
Changes in working capital:
Decrease/(increase) in trade and other receivables 341 (663)
Decrease in trade and other payables (1,875) (614)
Increase in deferred income 1,339 1,763
Cash generated from operating activities 2,091 3,990
18 Financial instruments
Categories of financial instruments
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised in respect of each class of financial
asset, financial liability and equity instrument are disclosed in note 1(m) in
the Annual Report for the year ended 31 December 2023. All financial assets
and liabilities are measured at amortised cost.
30 June 31 December 30 June
2024 2023 2023
Unaudited Audited Unaudited
£'000 £'000 £'000
Financial assets
Cash and cash equivalents 1,378 1,996 2,839
Short-term deposits 7,500 7,500 6,000
Trade receivables - net 2,292 3,556 3,443
Other receivables 326 292 390
11,496 13,344 12,672
Financial liabilities
Lease liabilities 1,506 1,977 2,423
Trade payables 769 1,198 482
Accruals 4,272 5,713 7,118
Other payables 550 675 658
7,097 9,563 10,681
The Directors consider the carrying value of the Group's financial assets and
liabilities measured at amortised cost is approximately equal to their fair
value.
The following tables detail the level of fair value hierarchy for the Group's
financial assets and liabilities:
Financial assets Financial liabilities
Level 1 Level 3
Cash and cash equivalents Lease liabilities
Short-term deposits Trade payables
Level 3 Accruals
Trade receivables - net Other payables
Other receivables
All trade and other payables are due in one year or less, or on demand.
19 Related party transactions
Transactions between Group Companies, which are related parties, have been
eliminated on consolidation and therefore do not require disclosure. The Group
has not entered into any other related party transactions in the period which
require disclosure in these interim statements.
20 Events after the reporting date
No material events have occurred after the reporting date.
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