REG - Centaur Media PLC - Interim Results
20/07/2022 07:00
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RNS Number : 0400T Centaur Media PLC 20 July 2022
20 July 2022
Centaur Media Plc
Interim results for the 6 months ended 30 June 2022
Strong revenue and EBITDA growth across Xeim and The Lawyer
Flagship 4 brands driving growth and represent more than two-thirds of overall
revenues
On track for strategic objectives set out under Margin Acceleration Plan
(MAP23)
Centaur Media, an international provider of market intelligence, learning and
specialist consultancy is pleased to present its interim results for the 6
months ended 30 June 2022.
Financial Highlights
£m H1 2022 H1 2021 Change
Revenue 19.8 18.3 8%
Adjusted(1) EBITDA 3.4 2.2 55%
Adjusted(1) EBITDA margin 17% 12% +5pp
Adjusted(1) operating profit 1.9 0.5 280%
Group reported profit/(loss) after taxation 0.7 (0.4) -
Dividend (pence per share) 0.5 0.5 -
Net cash(2) 14.2 11.9 19%
· Revenue grew 8% to £19.8m, with revenue growth across both Xeim (up by 9% to
£16.1m) and The Lawyer (up by 6% to £3.7m)
· Flagship 4 brands represent 68% and higher quality revenue streams represent
78% of Group revenue
· Adjusted(1) EBITDA increased to £3.4m (H1 2021: £2.2m), an adjusted(1)
EBITDA margin of 17% (2021: 12%), with operational gearing from revenue growth
and tight cost controls
· Encouraging progress towards MAP23 targets of 23% adjusted(1) EBITDA margin
and more than £45m revenue by the end of 2023
· Interim dividend of 0.5 pence per share (H1 2021: 0.5 pence)
· Cash conversion of 125% has led to an enhanced net cash(2) position of £14.2m
(H1 2021: £11.9m) which together with a £10m undrawn RCF leaves Centaur
well-positioned to invest in its Flagship 4 brands and manage macroeconomic
uncertainty
Over the first six months of 2022, Centaur has built on the good momentum of
2021. Revenue, adjusted(1) EBITDA and adjusted(1) EBITDA margin all continued
to show growth, as does the Group's retained earnings.
First half reported revenue was up 8% to £19.8m (H1 2021: £18.3m), with
combined growth of 11% from the Flagship 4 brands of Econsultancy, Influencer
Intelligence and MW Mini MBA (all three of which are in the Xeim business
unit) and The Lawyer. In line with Centaur's strategy, the higher quality
revenue streams of premium content, marketing services and training and
advisory now represent 78% of Group revenue. Our revenues are resilient
because our clients are choosing us for strategic, long-term spend, in order
to future-proof their businesses. Structured customer price rises have been
implemented to help mitigate the inflationary environment.
Adjusted(1) EBITDA increased by 55% to £3.4m (H1 2021: £2.2m), as a result
of revenue growth and continued tight cost controls, delivering an adjusted(1)
EBITDA margin increase to 17% (H1 2021: 12%).
The improvement in EBITDA illustrates the operational gearing inherent within
Centaur's business model. This underpins management's belief that 23%
adjusted(1) EBITDA margins can be achieved through an increase in higher
margin revenues and continued management of costs, in line with MAP23.
Centaur continues to maintain a heathy net cash(2) balance of £14.2m. Cost
controls have been maintained through clear operational and financial steps
taken to reinforce the resilience of the business, such as strong negotiation
with suppliers and flexible reward structures to retain and recruit top
talent. This will ensure that the business is best positioned to withstand any
wider macroeconomic uncertainty.
The increase in adjusted(1) EBITDA has resulted in an adjusted(1) operating
profit of £1.9m (H1 2021: £0.5m). The Group reported profit after taxation
of £0.7m which is an improvement from last year's loss of £0.4m.
Strategic and operational highlights
In January 2021, Centaur updated its Margin Acceleration Plan ("MAP23") with
the aim of raising adjusted(1) EBITDA margin to 23% and increasing revenue to
more than £45m by 2023. Since then, Centaur has focused investment and
resource allocation on its Flagship 4 brands, which it considers to be the key
drivers of organic growth.
Over the past six months, revenues from the Flagship 4 grew by 11% to £13.5m,
which now equates to 68% of total Group revenue:
· Econsultancy benefited from continued strong demand for digital training,
supported by the Xeim Engage team creating solutions for the Top 200 companies
by marketing spend;
· Influencer Intelligence saw good renewal rates in H1 2022 of 86% (2021 full
year: 84%) with an upward trend in new business during H1 2022 and has
acquired the first customers for its new consultancy offering;
· MW Mini MBA saw continued growth, with revenue up 16% vs H1 2021 with a focus
on sales to repeat corporate customers; and
· The Lawyer delivered double-digit growth in the value of its subscription
renewals, assisted by its premium product Signal recording a strong first year
of renewals. H1 also saw the launch of the Briefing Room, a digital platform
for law firms to connect with the in-house legal community, and the expansion
of the Litigation Tracker's international coverage.
Centaur has also seen growth across its suite of Core Brands including an 81%
growth in Oystercatchers revenue from an increase in blue-chip customer
contracts.
Going forward, Centaur's aim is to position both its Flagship 4 and Core
Brands for further growth, broadening its cross-selling opportunities and
enhancing shared capabilities.
Dividend
Centaur's Board has announced an interim dividend for 2022 of 0.5p per share
(H1 2021: 0.5p). This is in line with Centaur's dividend policy that aims to
distribute 40% of adjusted(1) earnings after taxation, subject to a minimum
aggregate total of 1p per share per year.
Outlook
Centaur has met the Board's expectations for revenue, adjusted(1) EBITDA and
adjusted(1) EBITDA margin growth over the course of the first half of 2022. It
is also trading in line with the Board's expectations for the second half of
the year, which historically has a greater weighting of revenue and profit
than the first half and will also include the highly successful The Lawyer
Awards in July.
Despite macroeconomic headwinds and an uncertain outlook, the Board remains
confident in the successful delivery of Centaur's MAP23 revenue and EBITDA
margin objectives. Centaur will continue to invest in improving the quality of
its offerings across the Flagship 4, while the Group's balance sheet strength
will allow for adaptability and investment in future organic growth
opportunities.
Swag Mukerji, Chief Executive Officer, commented:
"This has been a good six months for Centaur as we continue to make strategic
progress in line with our Margin Acceleration Plan - MAP23 - and it is
encouraging to see further growth in revenue, EBITDA and EBITDA margin.
We are positioning Centaur to deliver targeted connectivity with timely and
deeper insight and are developing our learning and consultancy expertise in a
market consistently characterised by change. These underlying trends and our
focus on the Flagship 4 are driving our revenue and give us a platform for
growth. Meanwhile, our resilient revenue streams and balance sheet strength
will ensure that Centaur is well positioned to withstand any wider
macroeconomic uncertainty."
(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 ) Net cash is the total of cash and cash equivalents and
short-term deposits.
Enquiries
Centaur Media plc
Swag Mukerji, Chief Executive Officer 020 7970 4000
Simon Longfield, Chief Financial Officer
Teneo
Zoë Watt / Matthew Thomlinson 07713 157561 / 07785 528363
Note to editors
Centaur is an international provider of market intelligence, learning and
specialist consultancy that inspires and enables people to excel at what they
do, raising the standard for insight, interaction and impact.
Overview of Group Performance
Centaur has continued to perform well off the back of the strong growth in
2021. Reported revenue in H1 2022 grew 8% compared to H1 2021 with Xeim
reporting a 9% increase and The Lawyer an increase of 6%.
With revenue growth of 11% from the Flagship 4 brands, the higher quality
revenue streams of premium content, marketing services, and training and
advisory accounted for 78% of Group revenues in H1 2022, an increase of 5
percentage points from H1 2021. The Flagship 4 now account for 68% of Group
revenues (2021: 66%), and these have boosted the Group's revenue and
profitability in H1 2022:
· Econsultancy revenue growth was 22% in training and 27% in subscriptions;
· Influencer Intelligence renewal rates at 86% are higher than the average for
2021 resulting in a 2% increase in the book of business;
· The MW Mini MBA grew 16% as the result of increased yields from price rises
and revenue from bespoke training courses; and
· The Lawyer experienced corporate subscription renewal rates of 113% with
excellent renewal rates on Signal in its first year of renewals.
The Group is half-way through its three-year strategy ("MAP23") which is
targeting annual revenues of over £45m and EBITDA margins of 23% by 2023. The
growth in revenues in H1 2022 along with a stronger EBITDA margin (increasing
from 12% in H1 2021 to 17% in H1 2022) underpins our belief that the MAP23
targets are realistic and achievable.
Trading Summary
Six months ended Six months ended
Unaudited 30 June 2022 30 June 2021 Movement
Revenue (£m) 19.8 18.3 8%
Adjusted(1) EBITDA (£m) 3.4 2.2 55%
Adjusted(1) operating profit (£m) 1.9 0.5 280%
Reported operating profit/(loss) (£m) 1.1 (0.3) -
Group reported profit/(loss) after tax (£m) 0.7 (0.4) -
Adjusted(1) diluted EPS (pence) 0.9 0.2 350%
Adjusted(1) operating cash flow(2) (£m) 4.2 6.0 (30%)
Cash conversion(3) 125% 293% (168)pp
The adjusted(1) operating profit of £1.9m (2021: £0.5m) resulted from the
increase in revenue compared to H1 2021 dropping through as a higher profit
increase due to the Group's operational gearing. As a result, the Group
reported a profit for the period of £0.7m (2021: loss of £0.4m).
Adjusted(1) diluted earnings per share from continuing operations for the
reporting period was 0.9 pence (2021: 0.2 pence). Diluted earnings per share
for the period on a reported basis was 0.5 pence (2021: a loss of 0.3 pence).
Net cash(4) increased from £13.1m at the end of 2021 to £14.2m at the end of
June 2022. Cash performance was strong in the period mainly due to continued
focus on cash collection resulting in a reduction in trade receivables. This,
combined with a £2.8m increase in deferred income, but offset by a decrease
in creditors and an increase in prepayments and accrued income, resulted in
cash conversion(3) in the period of 125% (2021: 293%). The Group generated
£4.2m of cash from operating activities and paid out £0.7m of dividends and
£1.0m of obligations under lease and revolving credit facility arrangements.
Six months ended Six months ended
30 June (unaudited) 30 June (unaudited)
2022 2021
£m £m
Adjusted(1) operating profit 1.9 0.5
Depreciation and amortisation 1.5 1.7
Movement in working capital 0.8 3.8
Adjusted(1) operating cash flow(2) 4.2 6.0
Capital expenditure (0.8) (0.3)
Repayment of lease obligations and interest (1.0) (1.2)
Free cash flow 2.4 4.5
Dividends paid to Company's shareholders (0.7) (0.7)
Purchase of own shares (0.6) (0.2)
Increase in net cash(4) 1.1 3.6
Opening net cash(4) 13.1 8.3
Closing net cash(4) 14.2 11.9
Segmental Review
Revenue for the six months ended 30 June, together with growth rates across
each segment, are set out below.
Xeim The Lawyer Total Xeim The Lawyer Total
2022 2022 2022 2021 2021 2021
£m £m £m £m £m £m
Revenue
Premium Content 4.9 2.3 7.2 4.3 1.9 6.2
Marketing Services 1.6 - 1.6 1.7 - 1.7
Training and Advisory 6.7 - 6.7 5.5 - 5.5
Events 1.3 0.5 1.8 1.4 0.5 1.9
Marketing Solutions 1.4 0.3 1.7 1.8 0.5 2.3
Recruitment Advertising 0.2 0.6 0.8 0.1 0.6 0.7
Total revenue 16.1 3.7 19.8 14.8 3.5 18.3
Revenue increase (%) 9% 6% 8%
The table below reconciles the adjusted(1) operating profit/(loss) for each
segment to the adjusted(1) EBITDA:
Xeim The Lawyer Central Total Xeim The Lawyer Central Total
2022 2022 2022 2022 2021 2021 2021 2021
£m £m £m £m £m £m £m £m
Revenue 16.1 3.7 - 19.8 14.8 3.5 - 18.3
Operating costs (13.3) (2.8) (1.8) (17.9) (13.5) (2.4) (1.9) (17.8)
Adjusted(1) operating profit/(loss) 2.8 0.9 (1.8) 1.9 1.3 1.1 (1.9) 0.5
Adjusted(1) operating margin 17% 24% - 10% 9% 31% - 3%
Depreciation and amortisation 1.1 0.3 0.1 1.5 1.1 0.2 0.4 1.7
Adjusted(1) EBITDA 3.9 1.2 (1.7) 3.4 2.4 1.3 (1.5) 2.2
Adjusted(1) EBITDA margin 24% 32% - 17% 16% 37% - 12%
Xeim
Xeim has increased revenue by 9%. Adjusted(1) EBITDA has risen £1.5m to
£3.9m on the back of the higher revenues with an increase in EBITDA margins
to 24%.
Xeim contains three of the Group's Flagship 4 brands - Econsultancy, MW Mini
MBA and Influencer Intelligence.
Econsultancy had a strong period with revenue up 13% year-on-year, with a 22%
growth in training revenue due to winning further large digital training and
consultancy contracts with blue chip companies. Its subscription revenues have
increased by 27% against H1 2021 due to improved renewal rates and new
business, particularly from the second half of 2021.
With increased marketing spend and a focus on sales from recurring corporate
clients the MW Mini MBA Spring courses were the most successful yet. Revenue
in H1 2022 grew 16% with delegate numbers increasing 2% to over 3,300 on the
Marketing and Brand courses combined and yields increasing by 7%, together
with additional revenue from bespoke courses.
Influencer Intelligence subscription revenues are up 12% against H1 2021
resulting from higher renewal rates in the second half of 2021 and increased
new business generation as reported in our 2021 Annual Report. We are pleased
to note that renewal rates in H1 2022 have risen to 86% (2021 full year 84%)
together with an increasing trend on new business during H1 2022.
In addition to the Flagship 4 brands:
· In March, Xeim ran an in-person Festival of Marketing event which built on the
successful digital format in 2021 in response to demand from both sponsors and
delegates;
· Marketing Week continues to lead the marketing community and drive audiences
that support Xeim Labs and the Festival of Marketing. The performance of Xeim
Labs has been weaker year on year resulting a 21% reduction in marketing
solutions revenues;
· Oystercatchers revenue has increased 81% compared to the comparative period as
the result of a number of new business wins;
· Really B2B, our award-winning demand generation agency, is showing an 8%
reduction in revenue due to lower new business, but is ahead of our
expectations for H1; and
· Fashion and Beauty Monitor has flat revenues compared to H1 2021 which is
above expectations in a sector that was severely impacted by Covid over the
last two years.
Adjusted(1) EBITDA for Xeim has increased to £3.9m due to the increase in
revenue and the operational gearing in the business unit.
The Lawyer
In H1 2022, The Lawyer continued to deliver strong corporate subscription
renewal rates at 113%. Its premium content revenues were boosted through
renewals and new business from Signal, the subscription service we launched in
2021 offering in-depth strategic insight and benchmarking of markets, clients
and competitors.
The Lawyer achieved £0.5m of event revenue in H1 2022 which was flat on H1
2021. An increase in revenue was originally anticipated following the
re-instatement of The Lawyer Awards to its historical timing in June. However,
due to the rail strikes in June, this event was postponed to July and the
revenues will now be included in the results for the second half of the year.
In addition, recruitment revenue of £0.6m remains in line with H1 2021 after
a similar level of recruitment activity in the legal sector.
Adjusted(1) EBITDA for The Lawyer has decreased slightly to £1.2m due to an
increase in operating costs from investment in people quality ahead of
expected future revenue increases.
Central
Central operating costs are down £0.1m driven by a reduction in depreciation
and people costs offset by an increase in professional fees and sundry costs.
Dividends
In line with the Group's dividend policy to distribute a minimum of 40% of
adjusted retained earnings or 1.0p per share per annum, the Board has
announced an interim dividend for 2022 of 0.5p per share. This will be paid on
21 October 2022 to all shareholders on the register as at close of business on
7 October 2022.
Balance Sheet
The balance sheet of the Group remains strong with increased levels of net
cash. Healthy cash collections during the period has resulted in a decrease in
days sales outstanding and we continue to closely monitor the risk of exposure
to bad debt.
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 2021.
· The world economy has been severely impacted by the Covid pandemic and the
conflict in Ukraine. The UK also came to the end of the transition deal with
the EU at the end of 2020. The Group continues to have sensitivity to
UK/sector volatility and economic conditions. The impact was acute on some of
Centaur's target market segments e.g. fashion, retail and entertainment
sectors.
· Failure to deliver and maintain a high growth performance culture. Centaur's
success depends on growing the business and completing the MAP23 strategy. In
order 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 our 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.
· Regulatory: GDPR, PECR and other similar legislation involve strict
requirements regarding how Centaur handles personal data, including that of
customers and the risk of a fine from the ICO, third-party claims (e.g. from
customers) 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 as a result of new information,
future events or otherwise.
Statement of Directors' Responsibilities
The Directors confirm that the condensed consolidated interim financial
statements for the six-month period ended 30 June 2022 have been prepared in
accordance with the Disclosure 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 interim financial statements, 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 2021. A list of current directors,
including the appointment of Richard Staveley as non-executive director in May
2022, 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 including the impact of the current Covid pandemic
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 statements.
The interim report was approved by the Board of Directors and authorised for
issue on 19 July 2022 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 statements 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 statements 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 ) For reconciliation of adjusted operating cashflow see note 1 of this
Interim Report.
(3 ) Cash conversion is calculated as adjusted operating cash flow
(excluding any one-off significant cash flows) / adjusted EBITDA.
(4) Net cash is the total of cash and cash equivalents and short-term
deposits.
INDEPENDENT AUDITOR'S REVIEW REPORT TO CENTAUR MEDIA PLC
On the interim financial information for the six months ended 30 June 2022
Conclusion
We have been engaged by Centaur Media Plc (the "Group") to review the
condensed set of financial statements in the half-yearly report for the six
months ended 30 June 2022 which comprise the condensed consolidated statement
of financial position of the Group as at 30 June 2022 and the related
condensed consolidated statement of comprehensive income, condensed
consolidated changes in equity and condensed consolidated statement cash flow
statement for the six months then ended and the related notes 1 to 18.
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 2022 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
Engagement 2410 (UK) "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity". 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 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
Standards 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 2410 (UK), however future events or conditions may cause the Group 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
Group 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 Group in accordance with International
Standard on Review Engagements 2410 (UK) "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 Group 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 Group, for our review work, for this report, or for the conclusions
we have formed.
Crowe U.K. LLP
Statutory Auditor
London, United Kingdom
19 July 2022
Condensed consolidated Statement of Comprehensive Income for the six months
ended 30 June 2022
Six months ended 30 June (unaudited)
Adjusted results(1) Adjusting items(1) Reported results Adjusted results(1) Adjusting items(1) Reported results
2022 2022 2022 2021 2021 2021
Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue 2 19,793 - 19,793 18,320 - 18,320
Net operating expenses 3 (17,916) (787) (18,703) (17,823) (767) (18,590)
Operating profit/(loss) 1,877 (787) 1,090 497 (767) (270)
Finance income 6 - 6 - - -
Finance costs (79) - (79) (181) - (181)
Profit/(loss) before tax 1,804 (787) 1,017 316 (767) (451)
Taxation 5 (454) 180 (274) 10 61 71
Profit/(loss) for the period attributable to owners of the parent 1,350 (607) 743 326 (706) (380)
Total comprehensive income/(loss) attributable to owners of the parent 1,350 (607) 743 326 (706) (380)
Earnings/(loss) per share attributable to owners of the parent 6
Basic 0.9p (0.4p) 0.5p 0.2p (0.5p) (0.3p)
Fully diluted 0.9p (0.4p) 0.5p 0.2p (0.5p) (0.3p)
(1) Adjusting items are disclosed in note 4
Condensed consolidated Statement of Changes in Equity for the six months ended
30 June 2022
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 2021 15,141 (5,902) 1,101 607 80 166 35,977 47,170
Loss for the period and
total comprehensive loss - - - - - - (380) (380)
Currency translation adjustment - - - - - 11 - 11
Transactions with owners:
Dividends (note 13) - - - - - - (726) (726)
Purchase of own shares - (208) - - - - - (208)
Exercise of share awards - 715 - (390) - - (325) -
Fair value of employee services - - - 174 - - - 174
As at 30 June 2021 15,141 (5,395) 1,101 391 80 177 34,546 46,041
Unaudited
At 1 January 2022 15,141 (5,471) 1,101 471 80 143 35,643 47,108
Profit for the period and
total comprehensive income - - - - - - 743 743
Currency translation adjustment - - - - - (37) - (37)
Transactions with owners:
Dividends (note 13) - - - - - - (724) (724)
Purchase of own shares (note 14) - (604) - - - - - (604)
Fair value of employee services - - - 299 - - - 299
Tax on share-based payments - - - - - - (21) (21)
As at 30 June 2022 15,141 (6,075) 1,101 770 80 106 35,641 46,764
Condensed consolidated Statement of Financial Position as at 30 June
2022
Registered number 04948078
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
Note £'000 £'000 £'000
Non-current assets
Goodwill 7 41,162 41,162 41,162
Other intangible assets 8 2,748 3,102 3,838
Property, plant and equipment 3,613 2,484 2,390
Deferred tax assets 2,153 2,488 2,519
Other receivables 9 302 319 336
49,978 49,555 50,245
Current assets
Trade and other receivables 9 6,745 6,059 5,012
Short-term deposits 10 3,500 - -
Cash and cash equivalents 10,738 13,065 11,881
Current tax asset 176 195 102
21,159 19,319 16,995
Total assets 71,137 68,874 67,240
Current liabilities
Trade and other payables 11 (10,203) (11,405) (9,823)
Bank and other borrowings - (3) -
Lease liability 12 (1,900) (1,884) (1,902)
Deferred income (10,748) (7,846) (8,834)
(22,851) (21,138) (20,559)
Net current liabilities (1,692) (1,819) (3,564)
Non-current liabilities
Lease liability 12 (1,488) (500) (472)
Deferred tax liabilities (34) (128) (168)
(1,522) (628) (640)
Net assets 46,764 47,108 46,041
Capital and reserves attributable to owners of the Company
Share capital 15,141 15,141 15,141
Own shares 14 (6,075) (5,471) (5,395)
Share premium 1,101 1,101 1,101
Other reserves 850 551 471
Foreign currency reserve 106 143 177
Retained earnings 35,641 35,643 34,546
Total equity 46,764 47,108 46,041
The notes are an integral part of these condensed consolidated interim
financial statements. The condensed consolidated interim financial statements
were approved by the Board of Directors on 19 July 2022 and were signed on its
behalf by:
Simon Longfield
Chief Financial Officer
Condensed consolidated Cash Flow Statement for the six months ended 30 June
2022
Six months ended 30 June (unaudited)
2022 2021
Note £'000 £'000
Cash flows from operating activities
Cash generated from operations 16 4,200 6,049
Tax paid (30) -
Net cash generated from operating activities 4,170 6,049
Cash flows from investing activities
Purchase of property, plant and equipment (173) (36)
Purchase of intangible assets 8 (601) (277)
Net cash flows used in investing activities (774) (313)
Cash flows from financing activities
Purchase of own shares 14 (604) (203)
Loan arrangement fees - (107)
Interest paid (35) (34)
Payment of obligations under finance lease 12 (947) (1,041)
Dividends paid to Company's shareholders 13 (724) (724)
Payment for short-term deposits 10 (3,500) -
Net cash flows used in financing activities (5,810) (2,109)
Net (decrease)/increase in cash and cash equivalents (2,414) 3,627
Cash and cash equivalents at beginning of period 13,065 8,300
Effect of foreign currency exchange rate changes 87 (46)
Cash and cash equivalents at end of period 10,738 11,881
Notes to the condensed consolidated interim financial statements
1 Summary of significant 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 Floor M, 10 York Road, London, SE1 7ND, United
Kingdom. The Company is listed on the London Stock Exchange.
These condensed consolidated interim financial statements were approved for
issue on 19 July 2022.
These condensed consolidated interim financial statements are 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 2021 were approved by the Board of Directors on 15 March
2022 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 2021, are available upon request from the Company's
registered office or at www.centaurmedia.com (http://www.centaurmedia.com/)
.
Accounting policies and estimates
The accounting policies adopted by the Group in the condensed consolidated
interim financial statements are consistent with those applied by the Group in
its consolidated financial statements for the year ended 31 December 2021.
The following accounting policy has been adopted by the Group in the condensed
consolidated interim financial statements from 1 January 2022:
· Short-term deposits
Short-term deposits include cash held on deposit for a term of greater than 90
days or are not readily convertible to known amounts of cash.
The preparation of the condensed consolidated interim financial statements
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 statements, 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 2021.
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
The condensed consolidated interim financial statements have been presented in
£'000. This is a change from the prior period condensed consolidated interim
financial statements which were presented in £m rounded to one decimal place.
Prior period comparatives have been re-presented in £'000. Certain prior
period comparatives have been updated following this change.
Comparative numbers
Certain prior period comparative numbers have been updated to reflect current
period presentation and disclosures. A portion of costs previously presented
as cost of sales have now been allocated to administrative expenses, an update
to reflect the same allocation basis as the current period. The allocation
basis has been refined to reflect the nature of the costs. These reallocations
decreased cost of sales by £1,144,000 and increased administrative expenses
by £1,144,000 for the Group, refer to note 3. A portion of costs previously
presented as other staff related costs have now been allocated to employee
benefits expense, an update to reflect the same allocation basis as the
current period. These reallocations decreased other staff related costs by
£142,000 and increased employee benefits expense by £142,000 for the Group,
refer to note 3. There is no impact on the face of the condensed consolidated
statement of comprehensive income as a result of these changes.
Basis of preparation
The condensed consolidated interim financial statements for the six-month
period ended 30 June 2022 have 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 statements should be read in conjunction
with the Annual Report and Financial Statements for the year ended 31 December
2021, which have been prepared in accordance with UK-adopted International
Accounting Standards.
Going concern
The condensed consolidated interim financial statements have been prepared on
a going concern basis.
At 30 June 2022, the Group has cash and cash equivalents of £10,738,000
(2021: £11,881,000), short-term deposits of £3,500,000 (2021: £nil) and has
net current liabilities of £1,692,000 (2021: net current liabilities
£3,564,000). 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 rather than an inability to service
its liabilities, as deferred income will not result in a cash outflow.
The Directors have assessed the Group's activities, the financial position of
the Group, and their identification of any material uncertainties including
the impact of the Covid pandemic 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
statements.
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 2021, 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 internally. 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 2021, and
as described in those financial statements.
For the six-month periods ended 30 June 2022 and 30 June 2021, adjustments
were made in respect of:
· 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 8.
· 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
15.
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 measures is shown in note 6.
Profit/(loss) before tax reconciles to adjusted operating profit as follows:
Six months ended 30 June (unaudited)
2022 2021
£'000 £'000
Profit/(loss) before tax 1,017 (451)
Adjusting items:
Amortisation of acquired intangibles 438 547
Share-based payments 349 220
Adjusted profit before tax 1,804 316
Finance income (6) -
Finance costs 79 181
Adjusted operating profit 1,877 497
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)
2022 2021
£'000 £'000
Reported cash flow from operating activities 4,200 6,049
Cash impact of adjusting items (including working capital impact) - -
Adjusted operating cash flow 4,200 6,049
Capital expenditure (774) (313)
Post capital expenditure cash flow 3,426 5,736
Net cash is not a measure defined by IFRS. Net cash is calculated as cash and
cash equivalents plus short-term deposits less overdrafts and bank borrowings
under the Group's financing arrangements. 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
2022 2021
Unaudited Audited
£'000 £'000
Cash and cash equivalents 10,738 13,065
Short-term deposits 3,500 -
Bank and other borrowings - (3)
Net cash 14,238 13,062
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 statements do 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 2021.
There have been no changes in risk management processes or policies since the
year end.
Seasonality
Historically there is a greater weighting of revenues and profits derived in
the second half of each financial year mainly due to the timing of training
and advisory revenues. This seasonality is further exaggerated in 2022 by the
deferral of The Lawyer Awards in-person event to the second half of the year.
During the year ended 31 December 2021, 47% (2020: 46%) of revenues 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 revenues from a combination of premium
content, marketing services, training and advisory, events, marketing
solutions and recruitment advertising. Overhead costs are allocated to these
segments on an appropriate basis, depending on the nature of the costs,
including in proportion to revenues 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.
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, 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 2022
Unaudited
Revenue 16,138 3,655 - 19,793
Adjusted operating profit/(loss) 2,759 939 (1,821) 1,877
Amortisation of acquired intangibles (438) - - (438)
Share-based payments (97) (22) (230) (349)
Operating profit/(loss) 2,224 917 (2,051) 1,090
Finance income 6
Finance costs (79)
Profit before tax 1,017
Taxation (274)
Profit for the period 743
Segment assets 37,137 21,513 - 58,650
Corporate assets 12,487 12,487
Consolidated total assets 71,137
Segment liabilities (13,763) (5,246) - (19,009)
Corporate liabilities (5,364) (5,364)
Consolidated total liabilities (24,373)
Other items
Capital expenditure (tangibles and intangibles) 654 75 45 774
Xeim The Lawyer Central Group
£'000 £'000 £'000 £'000
Six months ended 30 June 2021
Unaudited
Revenue 14,844 3,476 - 18,320
Adjusted operating profit/(loss) 1,337 1,066 (1,906) 497
Amortisation of acquired intangibles (547) - - (547)
Share-based payments (81) (3) (136) (220)
Operating profit/(loss) 709 1,063 (2,042) (270)
Finance costs (181)
Loss before tax (451)
Taxation 71
Loss for the period (380)
Segment assets 40,262 18,759 - 59,021
Corporate assets 8,219 8,219
Consolidated total assets 67,240
Segment liabilities (13,864) (3,408) - (17,272)
Corporate liabilities (3,927) (3,927)
Consolidated total liabilities (21,199)
Other items
Capital expenditure (tangibles and intangibles) 70 96 147 313
Supplemental information
Revenue by geographical location
The Group's revenues from external customers by geographical location are
detailed below:
Six months ended 30 June (unaudited)
Xeim The Lawyer Total Xeim The Lawyer Total
2022 2022 2022 2021 2021 2021
£'000 £'000 £'000 £'000 £'000 £'000
United Kingdom 9,805 2,991 12,796 9,622 2,862 12,484
Europe (excluding United Kingdom) 2,687 303 2,990 2,019 286 2,305
North America 2,082 283 2,365 1,889 249 2,138
Rest of world 1,564 78 1,642 1,314 79 1,393
16,138 3,655 19,793 14,844 3,476 18,320
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 by type is as follows:
Six months ended 30 June (unaudited)
Xeim The Lawyer Total Xeim The Lawyer Total
2022 2022 2022 2021 2021 2021
£'000 £'000 £'000 £'000 £'000 £'000
Premium Content 4,939 2,256 7,195 4,290 1,901 6,191
Marketing Services 1,596 - 1,596 1,677 - 1,677
Training and Advisory 6,703 - 6,703 5,508 17 5,525
Events 1,236 545 1,781 1,434 466 1,900
Marketing Solutions 1,418 317 1,735 1,801 508 2,309
Recruitment Advertising 246 537 783 134 584 718
16,138 3,655 19,793 14,844 3,476 18,320
3 Net operating expenses
Operating profit/(loss) is stated after charging/(crediting):
Six months ended 30 June (unaudited)
Adjusted Adjusting Reported Re-presented(2) Adjusting Re-presented(2)
Adjusted Reported
results(1) items(1) results results(1) items(1) results
2022 2022 2022 2021 2021 2021
Note £'000 £'000 £'000 £'000 £'000 £'000
Employee benefits expense 9,658 - 9,658 9,649 - 9,649
Depreciation of property, plant and equipment ( ) 969 - 969 904 - 904
Amortisation of intangible assets 8 512 438 950 706 547 1,253
Impairment of intangible assets 8 - - - 55 - 55
Impairment of trade receivables 9 (37) - (37) (25) - (25)
Share-based payment expense 15 - 349 349 - 220 220
IT expenditure 1,194 - 1,194 1,391 - 1,391
Marketing expenditure 928 - 928 718 - 718
Other staff related costs 292 - 292 342 - 342
Other operating expenses 4,400 - 4,400 4,083 - 4,083
17,916 787 18,703 17,823 767 18,590
Cost of sales 7,436 - 7,436 7,066 - 7,066
Distribution costs 32 - 32 40 - 40
Administrative expenses 10,448 787 11,235 10,717 767 11,484
17,916 787 18,703 17,823 767 18,590
(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)
2022 2021
£'000 £'000
Amortisation of acquired intangible assets 438 547
Share-based payment expense 349 220
Adjusting items to profit before tax 787 767
Tax relating to adjusting items (180) (61)
Total adjusting items after tax 607 706
( )
5 Taxation
Six months ended 30 June (unaudited)
2022 2021
£'000 £'000
Analysis of charge/(credit) for the period
Current tax 53 82
Deferred tax 221 (153)
274 (71)
The tax charge/(credit) is based on the estimated effective tax rate for the
year ended 31 December 2022 of 22.0% (2021: 21.0%).
6 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. 3,314,139 (2021: 1,690,901) shares held in the
employee benefit trust and 4,550,179 (2021: 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. Potential ordinary shares can only be considered dilutive when their
inclusion would decrease earnings or increase loss per share. This comprises
share options and awards granted to Directors and employees where the exercise
price is less than the average market price of the Company's ordinary shares
during the period.
The calculations of earnings per share are based on the following
profit/(loss) and number of shares:
Six months ended 30 June (unaudited)
Adjusted results(1) Adjusting items(1) Reported results Adjusted results(1) Adjusting items(1) Reported results
2022 2022 2022 2021 2021 2021
Profit/(loss) for the period attributable to owners of the parent (£'000)
Profit/(loss) for the period 1,350 (607) 743 326 (706) (380)
Number of shares (thousands)
Basic weighted average number of shares 144,013 144,013 144,013 145,041 145,041 145,041
Effect of dilutive securities - options 8,185 - 8,185 7,071 - -
Diluted weighted average number of shares 152,198 144,013 152,198 152,112 145,041 145,041
Earnings/(loss) per share (pence)
Basic earnings/(loss) per share 0.9 (0.4) 0.5 0.2 (0.5) (0.3)
Fully diluted earnings/(loss) per share 0.9 (0.4) 0.5 0.2 (0.5) (0.3)
(1) Adjusting items are disclosed in note 4
7 Goodwill
2022 2021
£'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 2021, a full impairment assessment was performed over the
Group's goodwill, with no impairment required.
At 30 June 2022, whilst the reported interim results for Xeim are lower than
the forecasts used to assess impairment at the year end 31 December 2021, the
results remain ahead of the sensitivity analysis scenarios for which there was
no impairment. The interim results for The Lawyer are not materially different
from the forecasts used to assess 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
end 31 December 2022, in line with IAS 36 'Impairment of Assets'.
8 Other intangible assets
Computer software Brands and publishing rights* Customer relationships* Total
£'000 £'000 £'000 £'000
Net book value
At 1 January 2022 2,069 611 422 3,102
Additions
Separately acquired 376 - - 376
Internally generated 220 - - 220
Amortisation for the period (512) (53) (385) (950)
At 30 June 2022 (unaudited) 2,153 558 37 2,748
Net book value
At 1 January 2021 2,762 750 1,399 4,911
Additions
Separately acquired 76 - - 76
Internally generated 159 - - 159
Amortisation for the period (706) (59) (488) (1,253)
Impairment (55) - - (55)
At 30 June 2021 (unaudited) 2,236 691 911 3,838
* Amortisation of acquired intangibles is presented as an adjusting item.
9 Trade and other receivables
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
£'000 £'000 £'000
Amounts falling due within one year
Trade receivables 5,251 5,475 4,407
Less: expected credit loss (531) (564) (851)
Trade receivables - net 4,720 4,911 3,556
Prepayments 1,464 981 1,033
Other receivables 158 92 365
Accrued income 403 75 58
6,745 6,059 5,012
Amounts falling due after one year
Other receivables 302 319 336
302 319 336
Other receivables due after one year includes £278,000 (2021: £278,000) in
relation to a deposit on the London property lease which is fully refundable
at the end of the lease term.
10 Short-term deposits
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
£'000 £'000 £'000
Short-term deposits 3,500 - -
In June 2022, £3,500,000 was placed in a short-term deposit for a 6-month
fixed term, accruing interest at a fixed annual rate of 1.65% which will be
paid on maturity.
11 Trade and other payables
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
£'000 £'000 £'000
Amounts falling due within one year
Trade payables 567 1,070 397
Accruals 7,420 8,112 6,227
Social security and other taxes 1,230 886 1,518
Other payables 986 1,337 1,681
10,203 11,405 9,823
12 Lease liability
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 2022 2,384
Interest expense 26
Cash outflow (947)
Addition on remeasurement of lease liability 1,925
At 30 June 2022 3,388
At 1 January 2021 3,375
Interest expense 40
Cash outflow (1,041)
At 30 June 2021 2,374
Current 1,900
Non-current 1,488
At 30 June 2022 3,388
Current 1,902
Non-current 472
At 30 June 2021 2,374
The lease liability for the Group's property in London was remeasured at 30
June 2022 on reassessment of the lease term, resulting in an increase of
£1,925,000. The amount of the remeasurement of the lease liability was
recognised as an adjustment to the ROU asset.
13 Dividends
Six months ended 30 June (unaudited)
2022 2021
£'000 £'000
Equity dividends
Final dividend for 2020: 0.5p per 10p ordinary share - 726
Final dividend for 2021: 0.5p per 10p ordinary share 724 -
724 726
An interim dividend for the six months ended 30 June 2022 of £718,000 (0.5p
per ordinary share) will be paid on 21 October 2022 to all shareholders on the
register as at close of business on 7 October 2022.
The interim dividend at 30 June 2021 of £724,000 (0.5p per ordinary share)
was paid on 22 October 2021 to all ordinary shareholders on the register as at
close of business on 8 October 2021.
14 Own shares reserve
During the period, the Employee Benefit Trust purchased 1,249,954 ordinary
shares from the market in order to meet future obligations arising from
share-based rewards to employees. The shares were acquired at an average price
of 48.3p per share, with prices ranging from 47.7p to 49.4p. The total cost of
£604,000 has been recognised in the own shares reserve in equity.
15 Share-based payments
Six months ended 30 June (unaudited)
2022 2021
£'000 £'000
Share-based payment expense 349 220
The Group's share-based payment plans on vesting are equity-settled.
The share-based payment expense includes social security costs which are
settled in cash on exercise.
Deferred Share Bonus Plan ('DSBP')
The Deferred Share Bonus Plan ('DSBP') was approved by the Board in May 2022
and applies to Executive Directors. Under the plan, the portion of the annual
bonus greater than 75% of basic salary is deferred in accordance with the
Group's remuneration policy into awards in Centaur Media Plc shares. Awards
under the DSBP are not subject to further performance conditions and vest
after three years, subject to continued employment. Dividend equivalents may
be awarded in respect of the DSBP awards on vesting.
In May 2022, 60,593 shares were awarded to Executive Directors under the DSBP,
representing the portion of the 2021 bonus to Executive Directors greater than
75% of their basic salary.
The share awards are valued at date of grant and the condensed consolidated
statement of comprehensive income is charged over the vesting period, taking
into account the number of shares expected to vest.
Details of movements in share awards under the DSBP and the existing Long Term
Incentive Plan ('LTIP') during the period are shown below. There were no
movements in any other plans therefore they have not been disclosed. See note
23 in the Group Annual Report for the year ended 31 December 2021 for details
of all plans.
DSBP 2022 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016
Grant date 12.05.2022 24.03.2022 03.10.2019 25.10.2019 25.07.2019
Number of awards
Balance at 1 January 2022 - - 995,259 48,050 1,990,914
Granted during the period 60,593 2,870,942 - - -
Lapsed during the period - - (742,495) (48,050) (1,990,914)
Balance at 30 June 2022 60,593 2,870,942 252,764 - -
Exercisable at 30 June 2022 - - - - -
Average share price at date of exercise (p) - - - - -
Grant date 12.05.2022 24.03.2022 03.10.2019 25.10.2019 25.07.2019
Share price at grant date (p) 47.00 48.00 41.50 32.50 46.00
Fair value (p) 47.00 29.44 22.77 16.25 23.00
Vesting date 24.05.2025 24.03.2025 24.03.2025 05.04.2022 05.04.2022
Exercise price (p) £nil £nil £nil £nil £nil
Expected volatility (%) - 42.8 40.0 - -
Risk free interest rate (%) - 1.36 0.34 - -
Valuation model used * Stochastic Stochastic * *
* Shares granted on 12 May 2022, 25 October 2019 and 25 July 2019 were
nil-cost options with non-market-based performance conditions. These plans
were valued based on the estimated vesting value of the non-market-based
conditions and expected forfeiture rates.
16 Cash flow generated from operating activities
Six months ended 30 June (unaudited)
2022 2021
Note £'000 £'000
Profit/(loss) for the period 743 (380)
Adjustments for:
Tax 5 274 (71)
Net interest expense 73 181
Depreciation of property, plant and equipment 969 904
Amortisation of intangible assets 8 950 1,253
Impairment of intangible assets 8 - 55
Share-based payment expense 15 349 220
Unrealised foreign exchange differences (84) 13
Changes in working capital:
(Increase)/decrease in trade and other receivables (656) 950
(Decrease)/increase in trade and other payables (1,240) 1,138
Increase in deferred income 2,822 1,786
Cash generated from operating activities 4,200 6,049
17 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.
18 Events after the reporting date
No material events have occurred after the reporting date.
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