REG - Centaur Media PLC - Preliminary results for the year ended 31 Dec 2024
19/03/2025 07:15
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RNS Number : 1993B Centaur Media PLC 19 March 2025
Centaur Media plc
Incorporated in England and Wales
Registration number: 04948078
LEI: 2138005WK87G7DQRQI62
ISIN: GB0034291418
19 March 2025
Centaur Media Plc
Preliminary results for the year ended 31 December 2024
Strong revenue growth at The Lawyer and MiniMBA
Group performance impacted by macro-economic and sector headwinds
Centaur Media plc ("Centaur"), an international provider of business
information, learning and specialist consultancy, is pleased to present its
preliminary results for the year ended 31 December 2024.
Martin Rowland, Executive Chair, commented:
"2024 was a difficult year for Centaur, due to the challenging macro-economic
environment that faced some of our customers, driving caution and impacting
marketing budgets. Despite these challenges, The Lawyer and MiniMBA delivered
healthy growth, providing a strong platform for further value creation through
2025.
"Looking ahead, we have started the year conducting a review of Centaur's
business units and brands. We are focused on defining our future strategy and
enhancing the reputation of the brands within Centaur to maximise shareholder
value while remaining our customers' partner of choice for business
intelligence and learning in the marketing and legal sectors."
Financial highlights
· Revenue from continuing operations declined by 6% year-on-year
· Adjusted(1) EBITDA decreased by 39% from £9.7m to £5.9m in 2024, ahead of
consensus(2)
· Adjusted(1) EBITDA margin reduced to 17% in 2024 from 26% in 2023
· Group statutory loss after taxation includes a £12.0m goodwill impairment
· Net cash(3) of £8.9m, after paying ordinary dividends during the year of
£2.6m
· Final ordinary dividend of 1.2p per share giving total ordinary dividends of
1.8p per share for the year
(2023: 1.8p per share)
£m 2024 2023
Statutory revenue 35.1 37.3
Adjusted(1) EBITDA margin 17% 26%
Adjusted(1) EBITDA 5.9 9.7
Adjusted(1) operating profit 3.7 7.6
Statutory (loss)/profit after taxation (9.6) 4.9
Net cash(3) 8.9 9.5
Ordinary dividends (pence per share) 1.8 1.8
Adjusted(1) diluted earnings per share (pence) 1.9 4.2
Financial and strategic highlights
2024 was a challenging year for Centaur, with performance in its marketing
brands impacted by reduced client spend following sustained sector headwinds
caused by macro-economic conditions. As a result, Centaur reported revenue of
£35.1m, down from £37.3m in 2023, but the Group remained focused on
providing solutions for customers that leverage our in-depth information and
high quality, market-leading products to engage digital communities.
Centaur generated an adjusted(1) EBITDA margin of 17%, down from 26% in 2023.
This margin was lowered by the reduction in revenue, but also by an increase
in operating expenditure that Centaur invested to drive longer-term growth.
Without this enhanced investment the adjusted(1) EBITDA margin would have been
approximately 20%. Statutory loss after taxation is £9.6m (2023: a profit of
£4.9m) after a £12.0m goodwill impairment relating to the Xeim business unit
following the lower financial performance during 2024. Net cash(3) at 31
December 2024 remained strong at £8.9m after paying ordinary dividends of
£2.6m in the year in addition to the increased investment.
The strategic objective across Centaur's suite of brands is to maximise
shareholder value by focusing on targeted opportunities to expand profitable
revenue. This will be achieved by continuing to strengthen the resilience and
reputation of our brands whilst ensuring that the support provided by Centaur
to the brands is organised effectively. This is backed up by progress on our
ongoing review of Centaur's business operations and strategy, which was
announced in December 2024 and is being led by our Executive Chair, Martin
Rowland.
Centaur's performance was underpinned by growth in revenue from its two most
valuable brands, The Lawyer and MiniMBA:
· The Lawyer revenue grew by 7%, driven by an 11% increase in Premium Content
revenue, with corporate subscription renewal rates of 111%. The Lawyer also
generated an increase in new business billings of 59%. Events revenue of
£2.1m was up 17% year-on-year due to increased sponsorship and delegate
numbers as well as the introduction of new events, the Legal Transformation
Summit and Horizon Live.
· MiniMBA continued its growth with revenue up 5%. This included growth in the
Marketing course and two cohorts of the MiniMBA in Management course after its
introduction in H2 2023. This performance was driven by a 22% increase in
corporate sales, with new clients including Nestle, Carlsberg, Michelin and
Sephora.
Performance across the wider marketing sector brands, including Econsultancy,
Oystercatchers and Influencer Intelligence, was impacted by the challenges in
the macroeconomic environment.
Outlook
Centaur's investments in developing its high-quality products through 2024
means that its brands have solid foundations for 2025, and the opportunity to
use their competitive advantage, operational leverage and deep level of
expertise to grow in these sectors. The ongoing review of Centaur's operations
and strategy will ensure that Centaur's brands are set up for success in the
future and generate value for shareholders.
Dividend
In line with our dividend policy of distributing the higher of last year's
dividend or 40% of adjusted(1) retained earnings, the Board has declared a
final dividend of 1.2 pence per share (£1.8m), which when added to the
interim dividend provides a total dividend relating to 2024 of 1.8 pence per
share (£2.7m).
(1) Adjusted EBITDA is adjusted operating profit before depreciation and
amortisation. Adjusted results exclude adjusting items as detailed in note 4
of the financial information.
(2) Consensus from the analysts' latest coverage following our January trading
update was revenue of £35.0m and adjusted EBITDA of £5.6m, with an adjusted
EBITDA margin of 16%.
(3) Net cash is the total of cash and cash equivalents and short-term
deposits.
Enquiries
Centaur Media plc
Martin Rowland, Executive Chair 020 7970 4000
Simon Longfield, Chief Financial Officer
Teneo
Zoë Watt / Oliver 07713 157561 / 07917 221748
Bell
Note to editors
Centaur is an international provider of business information, learning and
specialist consultancy within the marketing and legal professions that
inspires and enables people to excel at what they do, to raise their
aspirations and to enable our clients to deliver better performance.
Strategic Report
Highlights of the year
Financial highlights
Revenue from continuing operations Adjusted(1 2) EBITDA
£35.1m £5.9m (17% margin)
2023: £37.3m 2023: £9.7m (26% margin)
Net Cash(3) Adjusted(1) diluted EPS
£8.9m 1.9p
2023: £9.5m 2023: 4.2p
(1) See alternative performance measures section for definition of adjusted
results
(2) Adjusted EBITDA is reconciled to Adjusted Operating Profit in note 1(b)
(3) Net Cash is the total of cash and cash equivalents and short-term deposits
Strategic and operational highlights
· Unification of The Lawyer products and assets under an updated brand
architecture together with a successful re-launch of The Lawyer website as an
intelligence platform with improved search and data visualisation
· Improvements to the MiniMBA products including a successful refilm of the
Marketing course, resulting in improved NPS, and the development of automated
marking incorporating AI assisted assessment
· Launch of the premium content service for Marketing Week subscribers with a
significant increase in new strategic and premium content behind the paywall
· New functionality and content on the Econsultancy platform including Fast
Track to Digital Marketing and Fast Track to Ecommerce courses for members and
development of the Ecommerce Skills Index
Executive Chair's statement
"Enhancing the reputation of each of Centaur's revenue-driving brands and
remaining our customers' partner of choice for business intelligence and
learning in the marketing and legal sectors."
Introduction
2024 was a difficult year for Centaur due to the challenging macro-economic
environment that some of our marketing sector customers faced, driving caution
and impacting marketing budgets.
Throughout the year Centaur has maintained its focus on providing solutions
for customers requiring in-depth information and engaging digital
communities through our high quality, market-leading products. I am therefore
pleased to report that despite such tough trading conditions, both Group
revenue and profit performance came in ahead of market expectations, notably
with revenue growth performances from The Lawyer of 7% and MiniMBA of 5%.
These were offset by decreases across some of the other marketing sector
brands.
People
Coming into the Group towards the end of last year I have been impressed by
the energy and capabilities that I have found within the business and,
alongside the Board, we want to continue to provide a culture in which our
people thrive and feel valued for what they bring to Centaur and our
customers.
A key part of our strategy is ensuring that we have the right people in the
right positions to deliver our intended growth in revenue and shareholder
value. Over the course of 2024, Centaur continued to strengthen its management
team. We made several excellent new hires, including Sarah Sanderson who
joined as Managing Director of The Lawyer, Becky Mckinlay as Managing Director
of Oystercatchers and Anna Tolhurst as Chief People Officer.
On 11 December, Swagatam Mukerji announced that he was stepping down as a
director of the board with immediate effect and retiring from his role as
Chief Executive with effect from 31 December 2024. At this point, I was
appointed as Executive Chair which combines the roles of both Chair and Chief
Executive.
Performance
The Group achieved Adjusted EBITDA of £5.9m in 2024 (2023: £9.7m) at an
adjusted EBITDA margin of 17% (2023: 26%). These results reflect the
aforementioned challenging market backdrop, particularly for the marketing
industry, leading blue-chip companies and other large clients to cut back on
their budgets during the year. Whilst we have been carefully managing costs,
we were still able to invest in product, marketing and resources that
contributed to the growth of revenue at The Lawyer and MiniMBA, and
subscriptions revenue for Marketing Week.
Dividend
In line with our progressive dividend policy to distribute the higher of the
previous year's dividend or 40% of Adjusted retained earnings, the Board has
proposed a final dividend of 1.2 pence per share which, when added to the
interim dividend, provides a total dividend in relation to 2024 of 1.8 pence
per share.
ESG
In 2024 we have continued to meet our ESG requirements through our corporate
behaviours and have made sure that assessing our impact, environmentally and
socially, remain a core consideration in our business decisions. As we do not
operate in an emissions-heavy industry, our primary focus remains on our
people and their development, concentrating on ensuring we attract and retain
the best and most diverse talent.
Looking ahead
Last years' investments in creating new high-quality products that serve the
needs of our customers and improving the efficiency of our business model,
means Centaur has solid foundations. However, the operating business continues
to be tested by the ongoing challenging economic environment.
We have therefore started 2025 with a review of Centaur's business units and
their brands. Our focus will be on defining future strategy and enhancing the
reputation of the brands within Centaur to maximise shareholder value as set
out in the Strategic and Operational Review.
This will ensure that Centaur's strategically valuable brands are set up for
success in the future and can continue to deliver the specialist insights
their customers need to succeed. I am confident that Centaur has the talent,
customers, strategic capability and financial discipline to adapt to these
challenges, realise the opportunities that lie ahead, and maximise shareholder
value.
Strategic and Operational Review
Centaur is an international provider of business information, learning and
specialist consultancy that inspires and enables customers to excel at what
they do, raising their aspirations and delivering better performance.
· We inspire and empower the world's most dynamic leaders in the marketing and
legal professions
· We are committed to the delivery of market-leading insight and tangible
outcomes to build long-term, sustainable growth
· Every article, every piece of research, every data point, every live event,
training programme, advisory opportunity and interaction supports our
customers in improving their decision making and driving value in their
organisations
The Group's vision is to be the 'go to' company in the international marketing
and legal sectors to:
· Provide business information to customers using data, content and insight;
· Offer training services through digital initiatives and online programmes;
· Connect specific communities through digital media and events; and
· Advise businesses on how to improve their performance and ROI.
Our reputation is built on the level of trust and confidence arising from our
deep understanding of these sectors. Our key strengths are the expertise of
our people, the quality of our brands and products, and our ability to harness
technology to innovate continually and develop our customer offering.
Our overall strategy is to create shareholder value by focusing on targeted
opportunities to expand profitable revenue, whilst continuing to strengthen
our brands' positioning against macroeconomic and sector headwinds. This is
being supported by progress on our ongoing review of Centaur's business
operations and strategy, which was announced in December 2024 and is being led
by our Executive Chair, Martin Rowland.
The review is focused on defining the strategy and enhancing the reputation of
each brand within Centaur to maximise shareholder value while remaining our
customers' partner of choice for business intelligence and learning in the
marketing and legal sectors. We will also continue to simplify our operations
and drive efficiency gains through technology.
Our portfolio
Legal sector
The Lawyer is the most trusted brand for the legal profession and a leading
provider of information to the global legal market delivered via a scalable
digital platform and events portfolio. The Lawyer has built on its 38-year
heritage of delivering incisive commentary and cutting-edge analysis of the UK
legal market, continuing to broaden its offering to develop a more
international business providing data-rich market intelligence to the world's
largest law firms. This privileged position enables it to connect law firms
with the in-house legal community in a unique way.
In 2024 The Lawyer continued to grow its offering with data-led customer
offerings and product development for the top 100 law firms in the UK and US
and increase our footprint in the European market. This was enabled by ongoing
investment in research and data skills.
The Lawyer had another year of strong performance with 7% revenue growth.
Premium Content revenue grew by 11% due to corporate subscription renewal
rates of 111%, supported by its market reports, data and analysis, and
litigation tracker. 93% of the top 50 UK and top 50 US law firms in London
have subscriptions. The Lawyer also added 84 new corporate subscription
accounts in 2024 generating an increase in new business billings of 59%, by
developing new content and data-led insights including expansion
geographically developing data and content for the Top 50 European law firms.
Events revenue of £2.1m was up 17% year-on-year due to increased sponsorship
and delegate numbers as well as the introduction of new events that resonate
with customers, such as the Legal Transformation Summit and Horizon Live.
Looking forward, demand from high value customer segments for data to inform
strategic decision-making will enable The Lawyer to continue to drive growth
in its core information product. This includes opportunities to extend
in-house coverage, internationalise disputes coverage and provide further
support with advisory services and deeper insights. We also have plans to
launch data-as-a-service, leveraging our strong access to the legal eco-system
to provide detailed information covering talent, deals, firm performance and
firm structure.
To augment our digital content, we will continue to expand our events
portfolio, with new formats and locations to grow sponsorship revenue and
strengthen our position as the leaders in fostering human connections across
the commercial legal sector.
We are also investing in AI to enhance user experience, which will bring
operational efficiency gains, with the potential for further efficiencies
through marketing and sales automation, giving our teams more opportunity to
focus on providing value-add advice and insight to customers.
Marketing sector
This aspect of our portfolio includes the Group's nine marketing brands -
MiniMBA, Marketing Week, Festival of Marketing, Creative Review, Econsultancy,
Influencer Intelligence, Fashion & Beauty Monitor, Foresight News and
Oystercatchers. These brands are trusted by customers to support the marketing
sector, providing our customers with the advice, information and connections
needed to set themselves apart from their peers.
MiniMBA
MiniMBA courses distil modules of a full MBA programme into easily digestible
and thoroughly engaging content. The courses deliver marketing education in a
format that is MBA-level, applied and flexible, empowering marketers at all
stages of their careers. The current curriculum includes 12-week courses in
Marketing and Brand Management with on-demand modules led by Professor Mark
Ritson, and a third 12-week course launched in 2023 in Management, a course
designed to give marketers the essential skills to make it in the boardroom.
Since its launch in 2016, the MiniMBA has grown to be Centaur's largest brand
with over 35,000 learners from across the globe driven by corporate multi-seat
packages and online sales. Today, MiniMBA is a market leader in professional
marketing education.
The MiniMBA delivered a strong performance in 2024, growing revenues by 5% to
£10.7m. This included growth in the MiniMBA in Marketing course and two
cohorts of the MiniMBA in Management course. This was driven by a 22% increase
in corporate sales, with new blue-chip clients including Nestle, Carlsberg,
Michelin and Sephora. Corporate client engagement was supported by the launch
of a new skills assessment tool, allowing corporate clients to track the
capability uplift of teams undertaking the MiniMBA courses.
Over the year, MiniMBA completed a successful refilm of the MiniMBA in
Marketing course, with updates to core teaching and case studies. This
supported the brand's strong learner feedback, with NPS across the Marketing
and Brand courses remaining at an industry-leading average of +76. We have
also successfully incorporated AI assisted assessment into the MiniMBA in
Marketing, increasing product efficiency.
Looking ahead, corporate customers remain a key lever for growth. The segment
performed strongly in 2024, with further opportunities to expand the number of
corporate clients and grow our relationship with existing partners. We are
also continuing to expand the number of international markets where the
MiniMBA courses are made available through increased marketing, sales and
partnership arrangements whilst continuing to develop additional courses to
meet the demand of our customers and widen the penetration of the market
opportunity that exists. We are continuing to explore additional ways that AI
based technologies can enhance our learner experience including AI tutor
support, enabling 24/7 tailored learning assistance, explaining concepts and
answering questions, as well as additional language versions of our courses.
Marketing Week/Festival of Marketing/Creative Review
For over 40 years, Marketing Week has been the most influential source of
marketing information. It generates revenue from subscriptions, proprietary
research, white papers, the annual Marketing Week Awards as well as marketing
solutions and lead generation services.
Festival of Marketing is Marketing Week's annual thought leadership, learning
and networking event. The event sold out yet again in 2024, further
demonstrating its position as a leading event for ambitious marketers.
Creative Review is a digital platform for opinion and analysis on the
commercial creative industries.
In 2024, Marketing Week continued to focus on developing its online platform
and content to drive corporate subscriptions. The brand developed additional
strategic and premium content to support subscriptions growth, alongside
social media marketing and newsletters to build awareness and support the
subscription model. The Marketing Week Awards continue to be a successful
celebration of the power of marketing leaders and their teams.
Looking to 2025, Marketing Week remains focused on delivering growth through
corporate renewals and new business targets, supported by delivery of
high-quality events and awards.
Econsultancy
Econsultancy guides, supports and enables customers to achieve excellence in
digital marketing and ecommerce. Its focus is on combining learning content
and thought leadership with practical applications and tools to support
marketers.
Over the last year, we added new functionality to the digital platform,
including an improved Digital Skills Index to assess end users' skills gaps
and recommend online courses. We have launched the Ecommerce Skills Index as a
specialist assessment tool, as well as two new courses - Fast Track to Digital
Marketing and Fast Track to Ecommerce - exclusively for our members. The new
courses combine live, on-demand, social and interactive learning on the
platform.
Econsultancy's performance in 2024, a decline in revenue of 21%, was impacted
by the challenging sector conditions for our clients, as renewal rates and new
business targets were impacted by client-side budget constraints. Revenue from
Advisory and Premium Content subscription services declined due to
customer-driven contractual and delivery delays.
In 2025, Econsultancy will continue to focus on the delivery of customised
programmes and 'high engagement' learning, leveraging its significant online
resources of intelligence and on-demand courses for digital marketing and
ecommerce. This includes investment in a new site layout to improve members'
user experience, as well as customised online learning hubs for our customers.
The Influencer Group
The Influencer Group (TIG) contains Influencer Intelligence, which provides
expertise and support to help customers:
· discover the right influencers from over 150,000 actively monitored social
media influencers and celebrities and attribute driven on-site search together
with celebrity news and analysis;
· evaluate the fit with their brand goals using metrics that include celebrity
equity score and social media values as well as audience engagement,
demographics and sentiment score;
· plan their activations using our rolling calendar of 4,000 events and
awareness days; and
· contact their chosen brand ambassador with multiple contacts for all
influencers plus 50,000 brand and media contacts.
This results in a highly renewable subscription product with a loyal customer
base particularly in the fashion and retail sectors. We pride ourselves on
having an expert team to compliment the platform and build out the news,
trends, events and verified contacts elements of the site. Influencer
Intelligence is about 'in depth' content on the influencers that matter.
TIG also contains Fashion & Beauty Monitor, the leading PR solutions
provider for the fashion, beauty and lifestyle industries, as well as
Foresight News, an essential calendar of forthcoming news and events, used by
media, PR agencies and press offices.
In 2024, Influencer Intelligence and Fashion & Beauty Monitor launched new
tools and dashboards to improve customer engagement. TIG also improved the
functionality of proprietary contacts databases and event planning data to
enable sharing and automatic alerts to flag important updates.
Nonetheless, TIG was still impacted by the challenging macroeconomic context
in 2024, as companies reduced spend on public relations and events-based
promotions. This impacted renewal rates across TIG, which decreased to 78% in
2024 from 87% in 2023. However, new business levels were steady for TIG over
the year, demonstrating the continued value of the brands' value propositions.
Looking forwards, Influencer Intelligence is focused on enhancing its position
as an expert in validation to support celebrity and influencer selection and
brand partnership opportunities. This will meet client demand for the in-depth
data and indexing to support more strategic decision-making. The brand will
also continue to focus on improvements to the platform for customers, such as
content discovery and accessibility. Foresight News is also investing in a new
platform with improved functionality to further support the brand's strong
renewal rate.
Oystercatchers
Oystercatchers is one of the Financial Times' most highly regarded management
consultancies in the UK, differentiated by its best-in-class agency pitch
services and business performance transformation advice.
Performance in 2024 was impacted by a reduced number of advertising agency
pitches, due to sector headwinds and cyclical timings, which led to a
significant reduction in revenue, compared with an above average 2023. This
outweighed the increase in revenue from the Oystercatchers club membership,
which was supported by the brand's stimulating quarterly events programme.
Revenue model
Our business model is integral to driving the profitability and success of the
Group. We continue to assess opportunities to maximise the value of our
brands, both through targeted investment in opportunities for profitable
revenue growth and building resilience against sector headwinds. This includes
a focus on our brands, particularly The Lawyer and MiniMBA as proven drivers
of growth and value creation. In 2024, revenue from outside the United Kingdom
represented 37% of total revenue (2023: 38%).
Revenue breakdown
The chart below shows which brands derive significant revenue from each
revenue stream:
Sector Brands Premium Learning and Development Advisory Events Other revenue Total (£m)
Content
Legal The Lawyer ✔ ✔ ✔ 8.9
Marketing MiniMBA ✔ 10.7
Marketing Week, Festival of Marketing and Creative Review ✔ ✔ ✔ 4.1
TIG (Influencer Intelligence, Fashion & Beauty Monitor and Foresight News) ✔ 4.9
Econsultancy ✔ ✔ ✔ 5.6
Oystercatchers ✔ 0.9
Revenue 2024 (£m) 14.5 10.7 2.9 4.1 2.9 35.1
Revenue 2024 (% of total) 41% 31% 8% 12% 8% 100%
Revenue 2023 (% of total) 41% 27% 13% 10% 9% 100%
Key Performance Indicators
The Group has set out the following core financial and non-financial metrics
to measure the Group's performance. The KPIs are monitored by the Board and
these indicators are discussed in more detail in the Strategic and Operational
Review and Financial Review.
KPI Commentary
Financial
Underlying revenue movement(1) 2024: (6%) The decline in revenue from continuing operations adjusted, if applicable, to
exclude the impact of event timing differences and the revenue contribution
2023: (3%) arising from acquired or disposed businesses.
See the Strategic and Operational Review and the Financial Review for
explanation of this year's decline.
Adjusted EBITDA margin(1) 2024: 17% Adjusted EBITDA as a percentage of revenue where Adjusted EBITDA is defined as
Adjusted operating profit before depreciation and impairment of tangible
2023: 26% assets and amortisation and impairment of intangible assets other than those
acquired through a business combination.
See the Strategic and Operational Review and the Financial Review for
explanation of this year's lower margin.
Adjusted diluted EPS(1) 2024: 1.9 pence Diluted earnings per share calculated using the Adjusted earnings, as set out
in note 9 to the financial information.
2023: 4.2 pence
Cash conversion(1) 2024: 75% The percentage by which Adjusted operating cash flow covers Adjusted EBITDA as
set out in the financial performance review.
2023: 80%
.
Non-financial
Attendance at Festival of Marketing 2024: 974 Number of unique delegates attending the Festival of Marketing event in
October.
2023: 998
All available tickets for the Festival of Marketing in 2024 and 2023 were
sold.
Delegates on MiniMBA courses 2024: 5,909 Number of delegates on MiniMBA courses.
2023: 5,709 The number of delegates increased by 4% for 2024, mainly as a result of an
additional cohort of the Management course, launched in September 2023. The
yield per delegate also increased.
Marketing sector customers >£50k 2024: 65 (£7.9m) Number and value of marketing sector customers with sales greater than
£50,000.
2023: 71 (£10.1m)
The reduction in marketing sector customers with revenue >£50k reflects
the more challenging macro-economic conditions in 2024.
Top 250 law firm customers 2024: 159 (£4.2m) Number and value of revenue from top 200 UK law firms and top 50 US law firms.
2023: 149 (£3.4m) The focus on higher value accounts continued in 2024 with a 17% increase in
the average value of these accounts.
(1) See definitions in Financial Review.
Performance: Financial Review
Overview
As highlighted in the interim results in July, the marketing sector headwinds
caused by macro-economic challenges have continued to drive restructurings in
the marketing functions of many blue-chip customers of Xeim, the business unit
that holds our marketing sector facing brands. This has led to the curtailment
of marketing budgets and, although we have retained most of these customers,
their annual spend has reduced. The impact of these prolonged challenges is
materially reduced revenue and profit during 2024.
These headwinds had a significant impact in 2024 on the Econsultancy and
Oystercatchers brands, and Xeim's non-strategic advertising revenue. More
positively, revenue from our future growth drivers, The Lawyer, MiniMBA and
Marketing Week's subscriptions, continued to improve in the second half.
The resulting revenue for the year was £35.1m a reduction of 6% from 2023,
with Adjusted EBITDA dropping from £9.7m in 2023 to £5.9m in 2024.
At 31 December the Group's goodwill was tested for impairment in accordance
with IAS 36. As a result of this, an impairment of £12.0m was recognised in
relation to the Xeim Cash Generating Unit.
Performance
Group
Statutory revenue fell by £2.2m to £35.1m in 2024, a decrease of 6%. The
Xeim business unit decreased 10% whereas The Lawyer business unit increased
7%. Revenue generated from outside the UK remained steady at 37% (2023: 38%)
with a decrease in revenue across all regions.
Adjusted EBITDA decreased by 39% from £9.7m to £5.9m at a margin of 17%
(2023: 26%). This margin was lowered by the reduction in revenue, but also an
increase in operating expenditure that Centaur invested to drive longer-term
growth. In 2024, we made an incremental investment of £1.1m in operating
expenditure and £1.2m in capital expenditure across the Group, related to The
Lawyer's content and product unification, marketing expenditure and additional
resource in MiniMBA, and behind-the-paywall content for Marketing Week.
Without this enhanced investment the adjusted EBITDA margin would have been
approximately 20%.
The Group posted a decrease of 51% in adjusted operating profit to £3.7m
(2023: £7.6m). The Group achieved an adjusted profit after taxation from
continuing operations of £2.8m (2023: £6.4m) resulting in fully diluted
adjusted earnings per share of 1.9 pence (2023: 4.2 pence). Statutory loss
after taxation is £9.6m (2023: a profit of £4.9m) after a £12.0m goodwill
impairment relating to the Xeim business unit following the lower financial
performance during 2024.
The focus on cash management and healthy cash collections from customers
continued in 2024. Net cash balances decreased from £9.5m to £8.9m with the
cash generated from operating profits being offset by £2.6m of dividends,
£1.2m of capital expenditure and £1.0m on rental obligations.
Xeim business unit
Xeim's revenue for 2024 was £26.2m, a decrease of 10% from £29.0m in 2023,
with lower revenue across many of its marketing sector brands. Blue-chip
companies and large clients responded to macro-economic challenges by cutting
back on their budgets during the year in particular impacting new and repeat
business at Econsultancy.
MiniMBA - the number of delegates on the three courses for 2024 grew by 4% in
the year, which with a 2% increase in yield resulted in revenue growing 5% on
2023 from £10.2m to £10.7m. This growth in revenue was driven by a 22%
increase in corporate sales offset by a decrease in online sales of 2%.
Marketing Week/Festival of Marketing/Creative Review - total revenue from
these brands dropped 6% to £4.1m in 2024 due to the continued decline in
non-strategic advertising revenue, down 25%. However, subscription revenue
from Marketing Week has increased 16% year-on-year as a result of the
investment in Marketing Week premium content, which sits behind a paywall,
with higher-than-expected renewal rates of 81% and enhanced new business
resulting in a 32% increase in its book of business. The growth in revenue
from tickets at the sold-out Festival of Marketing in October and strong
attendance at the Marketing Week Awards in November, resulted in events
revenue across these three brands in line with 2023.
Econsultancy - Premium Content subscription renewal rates dropped to 67% in
2024 (2023: 72%) with ongoing macro-economic pressures impacting new business
resulting in a 20% reduction in premium content revenue. Delays in signing
contracts and lower customer budgets also impacted Advisory and market
research project revenues, down 20%, resulting in an overall 21% reduction in
revenue for the brand to £5.6m.
The Influencer Group (comprising the Influencer Intelligence, Fashion &
Beauty Monitor and Foresight News brands) - premium content revenue declined
by 10% to £4.9m impacted by tightening budgets in the retail and fashion
sector. New business was consistent across the year but was 21% down on 2023
levels and renewal rates decreased to 78% (2023: 87%).
Oystercatchers - sales were significantly impacted by a cyclical downturn in
new pitch business and the brand reported a 53% decrease in revenue compared
to prior year.
The Lawyer business unit
The Lawyer continues to deliver good growth in Premium Content, with an 11%
increase from 2023, driven by a combined 111% renewal rate from all its
subscription products and a 59% increase in new business. This resilient
performance was further supported by a 17% 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 and
Horizon Live. The growth in Premium Content and Events was partially offset by
21% lower revenue from non-strategic Marketing Solutions and Recruitment
Advertising.
Measurement and non-statutory adjustments
The statutory results of the Group are presented in accordance with UK-adopted
International Accounting Standards (IFRS). The Group also uses alternative
reporting and other non-GAAP measures as explained below and as defined in the
table at the end of this section.
Adjusting items
Adjusted results are not intended to replace statutory results but are
prepared to provide a better comparison of the Group's core business
performance by removing the impact of certain items from the statutory
results. The Directors believe that adjusted results and adjusted earnings per
share are the most appropriate way to measure the Group's operational
performance because they are comparable to the prior year and consequently
management review the results of the Group on an adjusted basis internally.
Statutory operating profit from continuing operations reconciles to adjusted
operating profit and adjusted EBITDA as follows:
Note 2024 2023
£m £m
Statutory operating (loss)/profit (8.7) 6.1
Adjusting items:
Exceptional costs 4 0.8 0.4
Goodwill impairment 10 12.0 -
Share-based payments 23 (0.4) 1.1
Adjusted operating profit 3.7 7.6
Depreciation and amortisation 3 2.2 2.1
Adjusted EBITDA 5.9 9.7
Adjusted EBITDA margin 17% 26%
Adjusting items from continuing operations of £12.4m in the year (2023:
£1.5m) are comprised as follows:
Adjusting Item Description
Exceptional costs Exceptional costs of £0.8m relate to: post cessation costs of £0.5m for the
retirement of the CEO, as detailed in the Remuneration Committee report,
non-recurring legal fees of £0.2m and other restructuring costs of £0.1m
(2023: £0.4m).
Goodwill impairment A charge of £12.0m relates to the impairment of goodwill in the Xeim business
unit.
Share-based payments Share-based payments credit of £0.4m is due to forfeitures relating to
leavers and lower future vesting estimates (2023: charge of £1.1m).
Segment profit
Segmental profit is reported to improve clarity around performance and
consists of the gross contribution for the Xeim and The Lawyer business units
less specific overheads and allocations of the central support teams and
overheads that are related to each business unit. Any costs not attributable
to either the Xeim or The Lawyer business units, remain as part of Central
costs.
The table below shows the statutory revenue from continuing operations, which
is the same as the underlying revenue for both years, for each business unit:
Xeim The Total Xeim The Total
Lawyer Lawyer
2024 2024 2024 2023 2023 2023
£m £m £m £m £m £m
Revenue
Premium Content 8.8 5.7 14.5 10.0 5.2 15.2
Learning and Development 10.7 - 10.7 10.2 - 10.2
Advisory 2.9 - 2.9 4.6 - 4.6
Events 2.0 2.1 4.1 2.1 1.8 3.9
Other revenue 1.8 1.1 2.9 2.0 1.4 3.4
Total statutory revenue 26.2 8.9 35.1 28.9 8.4 37.3
Revenue (decline)/growth (10)% 7% (6)%
The table below reconciles the adjusted operating profit/(loss) for each
segment to the adjusted EBITDA:
Xeim The Lawyer Central Total Xeim The Lawyer Central Total
2024 2024 2024 2024 2023 2023 2023 2023
£m £m £m £m £m £m £m £m
Revenue 26.2 8.9 - 35.1 28.9 8.4 - 37.3
Adjusted net operating expenses (22.6) (6.1) (2.7) (31.4) (21.4) (5.4) (2.9) (29.7)
Adjusted operating profit/(loss) 3.6 2.8 (2.7) 3.7 7.5 3.0 (2.9) 7.6
Adjusted operating margin 14% 31% 11% 26% 36% 20%
Depreciation and amortisation 1.6 0.4 0.2 2.2 1.5 0.4 0.2 2.1
Adjusted EBITDA 5.2 3.2 (2.5) 5.9 9.0 3.4 (2.7) 9.7
Adjusted EBITDA margin 20% 36% 17% 31% 40% 26%
Net finance income
Net finance income was £0.2m (2023: £nil). The Group held positive cash
balances throughout the year and therefore, in both 2024 and 2023, finance
costs mainly relate to the commitment fee payable for the revolving credit
facility and interest on lease payments for right-of-use assets. In 2024 this
was offset by interest income of £0.3m (2023: £0.3m) on cash and short-term
deposits.
Taxation
A tax charge of £1.0m (2023: £0.8m) has been recognised on continuing
operations for the year. The adjusted tax charge was £1.1m (2023: £1.2m).
The Company's profits were taxed in the UK at a rate of 25.0% (2023: 23.5%).
There was a loss before tax of £8.5m, but due to expenses not deductible for
tax purposes, there was a net charge of £1.0m. See note 7 for a
reconciliation between the statutory reported tax charge and the adjusted tax
charge.
Earnings per share
The Group has delivered adjusted diluted earnings per share for the year of
1.9 pence (2023: 4.2 pence). Diluted earnings per share for the year were a
negative 6.6 pence (2023: positive 3.2 pence). Full details of the earnings
per share calculations can be found in note 9 to the financial information.
Dividends
Under the Group's dividend policy, Centaur distributes the higher of the
previous year's dividend or 40% of Adjusted retained earnings.
Therefore, the Group has proposed a final dividend of 1.2 pence per ordinary
share in respect of 2024. This brings the total ordinary dividends relating to
2024 to 1.8 pence (2023: 1.8 pence) per ordinary share.
The final ordinary dividend is subject to shareholder approval at the Annual
General Meeting and, if approved, will be paid on 23 May 2025 to all ordinary
shareholders on the register at the close of business on 9 May 2025.
Cash flow
2024 2023
£m £m
Adjusted operating profit 3.7 7.6
Depreciation and amortisation 2.2 2.1
Movement in working capital (1.5) (1.9)
Adjusted operating cash flow 4.4 7.8
Capital expenditure (1.2) (2.1)
Cash impact of adjusting items (0.5) (0.5)
Taxation 0.2 (1.6)
Repayment of lease obligations and net interest income (0.8) (0.8)
Free cash flow 2.1 2.8
Purchase of own shares and payments on share options exercised (0.1) (0.4)
Dividends paid to Company's shareholders (2.6) (8.9)
Decrease in net cash(1) (0.6) (6.5)
Opening net cash(1) 9.5 16.0
Closing net cash(1) 8.9 9.5
Cash conversion 75% 80%
(1) Net cash is the total of cash and cash equivalents and short-term
deposits.
Adjusted operating cash flow is not a measure defined by IFRS. Centaur defines
adjusted operating cash flow as cash flow from operations excluding the impact
of adjusting items. 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 and includes the Group's management of capital expenditure.
A reconciliation between cash flow from operations and adjusted operating
cash flow is shown in note 1(b) to the financial information.
The cash conversion of 75% (2023: 80%) has been adjusted to exclude these
one-off items and has reduced in the year due to negative working capital
movements in particular from the timing of accruals payments.
Financing and bank covenants
On 16 March 2021 the Group signed a revolving credit facility with NatWest
which allows the Group to borrow up to £10m and has a three-year duration
with the option of two further one-year periods. On 5 December 2022,
management exercised the option to extend for the first further one-year
period. On 19 February 2024, management exercised the option to extend for the
second further one-year period until 31 March 2026. The Group has not drawn
down any borrowings under the facility.
Balance sheet
2024 2023
£m £m
Goodwill and other intangible assets 32.6 44.7
Property, plant and equipment 1.2 2.2
Deferred taxation 1.0 1.9
Deferred income (8.2) (8.4)
Other current assets and liabilities (3.0) (4.0)
Non-current assets and liabilities - (0.8)
Net assets before cash 23.6 35.6
Net cash(1) 8.9 9.5
Net assets 32.5 45.1
(1) Net cash is the total of cash and cash equivalents and short-term
deposits.
Goodwill and other intangibles have decreased by £12.1m primarily due to the
impairment of goodwill of £12.0m during the year.
Going concern
After due consideration, as required under IAS 1 Presentation of Financial
Statements, of the Group's forecasts for at least twelve months from the date
of this report and the effectiveness of risk management processes, the
Directors have concluded that it is appropriate to continue to adopt the going
concern basis in the preparation of the consolidated financial information for
the year ended 31 December 2024.
As detailed under the Risk Management section, the Directors have assessed the
viability of the Group over a three-year period to March 2028 and the
Directors have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due over that
period.
Conclusion
As highlighted in the interim results in July, the marketing sector headwinds
caused by macro-economic challenges have continued to drive restructurings in
the marketing functions of many blue-chip customers. The impact of these
challenges has materially reduced revenue and profit during 2024 in particular
having a significant impact on the Econsultancy and Oystercatchers brands, and
Xeim's non-strategic advertising revenue.
More positively, revenue from our future growth drivers, The Lawyer, MiniMBA,
and Marketing Week's subscriptions, continued to improve throughout the year.
The resulting revenue for the year was £35.1m a reduction of £2.2m from
2023, with Adjusted EBITDA declining from £9.7m in 2023 to £5.9m in 2024.
Alternative performance measures
Measure Definition
Adjusted EBITDA Adjusted operating profit before depreciation and impairment of tangible
assets and amortisation and impairment of intangible assets other than those
acquired through a business combination.
Adjusted EBITDA margin Adjusted EBITDA as a percentage of revenue.
Adjusted EPS EPS calculated using adjusted profit for the period.
Adjusting items Items as set out in the statement of consolidated income and notes 1(b) and 4
of the financial information including exceptional items, amortisation of
acquired intangible assets, profit/(loss) on disposal of assets, share-based
payments, volatile items predominantly relating to investment activities and
other separately reported items.
Adjusted net operating expenses Net operating expenses excluding adjusting items.
Adjusted operating profit Operating profit excluding adjusting items.
Adjusted profit before tax Profit before tax excluding adjusting items.
Adjusted retained earnings Profit for the year excluding adjusting items.
Adjusted tax charge Tax charge excluding the tax charge on adjusted items.
Cash conversion Adjusted operating cash flow (excluding any one-off significant cash flows) /
adjusted EBITDA.
Exceptional items Items where the nature of the item, or its magnitude, is material and likely
to be non-recurring in nature as shown in note 4.
Free cash flow Increase/decrease in cash for the year before the impact of debt,
acquisitions, disposals, dividends and share repurchases.
Net cash The total of cash and cash equivalents and short-term deposits.
Segment profit Adjusted operating profit of a segment after allocation of centrally managed
overheads that are directly related to each segment or business unit.
Underlying revenue Statutory revenue adjusted to exclude the impact of revenue arising from
acquired businesses, disposed businesses that do not meet the definition of
discontinued operations per IFRS 5, and closed business lines ("excluded
revenue").
Risk Management
Risk management approach
The Board has overall responsibility for the effectiveness of the Group's
system of risk management and internal controls, and these are regularly
monitored by the Audit Committee.
The Executive Committee and General Counsel and Company Secretary are
responsible for identifying, managing and monitoring material and emerging
risks in each area of the business and for regularly reviewing and updating
the risk register, as well as reporting to the Audit Committee in relation to
risks, mitigations and controls. As the Group operates principally from one
office and with relatively flat management reporting lines, members of the
Executive Committee are closely involved in day-to-day matters and are able to
identify areas of increasing risk quickly and respond accordingly.
The responsibility for each risk identified is assigned to a member of the
Executive Committee. The Audit Committee considers risk management and
controls regularly and the Board formally considers risks to the Group's
strategy and plans as well as the risk management process as part of its
strategic review.
The risk register is the core element of the Group's risk management process.
The register is maintained by the General Counsel and Company Secretary with
input from the Executive Committee. The Executive Committee initially
identifies the material risks and emerging risks facing the Group and then
collectively assesses the severity of each risk (by ranking both the
likelihood of its occurrence and its potential impact on the business) and the
related mitigating controls.
As part of its risk management processes, the Board considers both strategic
and operational risks, as well as its risk appetite in terms of the tolerance
level it is willing to accept in relation to each principal risk, which is
recorded in the Company's risk register. This approach recognises that risk
cannot always be eliminated at an acceptable cost and that there are some
risks which the Board will, after due and careful consideration, choose to
accept.
The Group's risk register, its method of preparation and the operation of the
key controls in the Group's system of internal control are regularly reviewed
and overseen by the Audit Committee with reference to the Group's strategic
aims and its operating environment. The register is also reviewed and
considered by the Board.
As part of the ongoing enhancement of the Group's risk monitoring activities,
we reviewed and updated the procedures by which we evaluate principal risks
and uncertainties during the year including the consideration of
climate-related risks as described in the ESG report.
Principal risks
The Group's risk register currently includes operational and strategic risks.
The principal risks faced by the Group in 2024, taken from the register,
together with the potential effects and mitigating factors, are set out below.
The Directors confirm that they have undertaken a robust assessment of the
principal and emerging risks facing the Group. Financial risks are shown in
note 26 to the financial information.
Rank Risk Description of risk and impact Risk mitigation/control procedure Movement in risk
1 Sensitivity to UK/sector economic conditions. The world economy has been severely impacted by various economic and political We will mitigate the risk relating to our customers by adapting content to The Board considers this risk to be broadly the same as for the prior year.
shocks and the UK experienced a mild recession in 2023 followed by the help them manage in the economic environment, focus on adding value to our
election of a new government. However, it is now experiencing a low level intelligence and learning products and improving user experience and customer
of growth and whilst inflation has recently returned to more normal rates (c. service to protect renewal rates and new business. We will also continue to
2% in the second half of 2024) there is an expectation that it will start to manage our cost base and utilise technology such as AI and machine learning to
increase as a result of the October 2024 budget; interest rates are slowly improve our cost effectiveness.
decreasing but remain high.
Centaur is seeking to increase international organic growth to mitigate this
The Group continues to have sensitivity to UK/sector volatility and economic risk. We are also increasing our focus on targeting larger scale
conditions. The impact has been acute on some of Centaur's target market multinational businesses which have a more diversified risk profile.
segments with companies reducing their budgets on consultancy and learning
spend. Many of the Group's products are market-leading in their respective sectors
and are an integral part of our customers' operational processes, which
The likelihood of ongoing volatility in 2025 is expected to be high despite mitigates the risk of reduced demand for our products.
lowering inflation rates and there are varying views as to the timing and
extent of a recovery. The Group regularly reviews the political and economic conditions and
forecasts for UK, including specific risks such as inflation, to assess
whether changes to its product offerings or pricing structures are necessary.
2 Failure to achieve a high growth performance culture. Centaur's continued success depends on growing the business and executing its In 2024, we launched a refreshed approach to objective setting and managing The Board considers this risk to be broadly the same as the prior year.
strategy. In order to do this, it depends in large part on its ability to performance. Colleagues will agree a personal development plan and annual
The risk that Centaur is unable to attract, develop and retain an recruit, motivate and retain high quality experienced and qualified employees objectives with their manager, linked to Centaur's overall objectives.
appropriately skilled, diverse and responsible workforce and leadership team, in the face of often intense competition from other companies, especially in
and maintain a healthy culture which encourages and supports ethical London. Over the course of the year, colleagues have regular check ins with their
high-performance behaviours and decision-making.
manager to ensure they are on track. The intention of this approach is to
Investment in training, development and pay awards needs to be compelling but clarify roles and accountabilities, provide focus, and build a
Difficulties in recruiting and retaining staff could lead to loss of key will be challenging in the current economic and operating climate. high-performance culture.
senior staff.
Implementing a diverse and inclusive working environment that allows for agile There continues to be a significant focus on employee communication including
and remote delivery is necessary to keep the workforce engaged. It is also regular updates, all company town halls and staff welfare calls.
required for a flexible hybrid working model.
In 2024, Centaur launched its new values, Passionate, Accountable,
Staff churn (a challenge for many companies in our sector) has increased Customer-centric and Knowledgeable. The values are included in the new
marginally in 2024, but we are continuing to improve our policies and performance management process and embedded in our culture.
practices.
We regularly review measures aimed at improving our ability to recruit,
Developing our strategy and the changes required in skill sets, capabilities onboard and retain employees. We continue to focus on bringing in higher
and culture are challenging and costly. This risk has been heightened during quality employees to replace leavers or in new roles in order to enhance our
the challenging trading conditions experienced in 2024. strategy particularly in areas such as sales and marketing, digitalisation,
technology and data analytics. A Growth Director has been appointed for our
marketing sector brands to refine sales processes, improve skills and navigate
any disruption due to churn.
We track employee engagement through weekly "check-ins" via our ENGAGE system
to gauge colleague sentiment and gain an understanding of any key risks or
challenges.
Our employee Diversity, Inclusion, Culture and Engagement committee, DICE, has
helped to drive forward initiatives relating to diversity and inclusion,
through communication and social functions. DICE was sponsored by the CEO
and a Non-Executive Director and chaired by the CPO.
The CEO held regular Kaizen breakfasts to meet all employees over a two-year
period with the objective of generating a continuous performance improvement
culture. This previously identified six projects which delivered process
improvements in 2023 and 2024.
An annual performance review ensures staff flight risks and training needs are
identified with a focus on reward and development areas.
All London based staff continue to be paid at or above the London Living Wage.
Our HR team hold exit interviews for all leavers to identify any recurring
trends for leaving and to mitigate future risks.
3 Fraudulent or accidental breach of our IT network, major systems failure or Centaur relies on its IT network to conduct its operations. The IT network is Appropriate IT security and related controls are in place for all key The Board considers this risk to be broadly the same as the prior year.
ineffective operation of IT and data management systems leads to loss, theft, at risk of a serious systems failure or breach of its security controls due to processes to keep the IT environment safe and monitor our network systems and
or misuse of financial assets, proprietary or sensitive information and / or a deliberate or fraudulent cyber-attack or unintentional event and may include data.
inoperative core products, services, or business functions third parties gaining unauthorised access to Centaur's IT network and systems.
Centaur has invested significantly in its IT systems and, where services are
This could result in misappropriation of its financial assets, proprietary or outsourced to suppliers, contingency planning is carried out to mitigate risk
sensitive information (including personal data or confidential information), of supplier failure.
corruption of data or operational disruption, such as unavailability of our
websites, our users' digital products and support platforms with disruption to Centaur has implemented strict access controls to mitigate the risk of
our revenue collection activities. unauthorised access to critical Personally Identifiable (PI) systems. These
measures include the use of corporate Single Sign-On (SSO), deployment of
Centaur could incur significant costs and suffer negative consequences as a physical hard keys for increased multi-factor authentication and the
result of this, such as remediation costs (including liability for stolen application of role-based permissions. These controls ensure that only
assets or information, and repair of any damage caused to Centaur's IT network authorised personnel have appropriate access, reducing the potential for
infrastructure and systems) as well as reputational damage and loss of security breaches. Centaur continues to train staff on cyber security and
investor confidence resulting from any operational disruption. phishing with regular testing.
A serious occurrence of a loss, theft or misuse of personal data could also Centaur has a business continuity plan which includes its IT systems and there
result in a breach of data protection requirements and the effects of this. is daily, overnight back-up of data, stored off-site.
See Risk 4: Regulatory compliance.
Websites are hosted by specialist third-party providers who typically provide
warranties relating to security standards. All of our websites are hosted on a
secure platform which is cloud hosted and databases have been cleansed and
upgraded.
The Data Director ensures that rigorous controls are in place to ensure that
warehouse data can only be downloaded by the data team. Integration of the
warehouse with current databases and data captured and stored elsewhere is
ongoing.
In an ever-increasing sophisticated environment of Cyber incidents, Centaur
has significantly improved protection, creating a dedicated cross-technology
cyber workgroup to review processes, systems and access. As a result, Centaur
has strengthened access across all critical systems and improved monitoring.
In addition, Centaur has been externally audited and certified ISO/IEC
27001:2013 "Information Security Management". Given the advanced nature and
complexity of Cyber incidents, security is kept under constant review.
Please see risk 4: Regulatory compliance for specific mitigations relating to
the security of personal data and GDPR compliance.
4 Regulatory compliance (GDPR, PECR and other similar legislation) includes Centaur has strict requirements in respect of its handling of personal data Centaur has taken a wide range of measures aimed at complying with the key The Board considers this risk to be broadly the same as the prior year.
under UK General Data Protection Regulation ('GDPR'), the Data Protection Act aspects of GDPR, DPA and PECR.
strict requirements regarding how Centaur handles personal data, including 2018 ('DPA'), the Privacy and Electronic Communications Regulations ('PECR')
that of customers. There is the risk of a fine from the ICO, third party and related law and regulation ('Data Protection Law'). Centaur's The Data Compliance Committee (overseen by the CFO) monitors Centaur's ongoing
claims, as well as reputational damage if we do not comply. obligations under Data Protection Law are continuously evolving meaning this compliance with data protection laws.
area requires ongoing focus.
Staff are required to undertake online data protection awareness and data
PECR includes specific obligations for businesses like Centaur regarding how security awareness training annually.
they conduct electronic marketing calls, emails, texts and use cookies and
similar technologies, among other things. Centaur has appointed a DPO (Wiggin LLP) to oversee its compliance with data
protection laws. Further, Centaur's in-house legal team keeps abreast of
In the event of a serious breach of the GDPR and / or PECR, Centaur could be material developments in data protection law and regulation and advice from
subject to a significant fine from the regulator, the ICO and claims from external law firms is sought where appropriate.
third parties, including customers, as well as reputational damage.
Given the increasingly global nature of our business and our customers
The maximum fines for breaches are £17.5 million (GDPR) and £500,000 (PECR) Centaur's approach to complying with data protection laws in other
respectively and directors can be liable for serious breaches of PECR's jurisdictions is kept under review.
marketing rules.
Other countries and jurisdictions worldwide have their own laws relating to
data and privacy. Where Centaur is required to comply with the laws in non-UK
jurisdictions there is a risk that Centaur may not be compliant with all such
laws and could therefore be subject to regulatory action and fines from the
relevant regulators and data subjects.
ICO guidance relating to use of cookies, and further changes to the laws
relating to data privacy, ad tech and electronic marketing expected in the
future, will further increase the regulatory burden for businesses like
Centaur and the requirements in this regard will need to be kept under review
Viability Statement
In accordance with provision 31 of the UK Corporate Governance Code 2018, the
Directors have assessed the viability of the Group over a three-year period
from signing of this Annual Report to March 2028, taking account of the
Group's current position, the Group's strategy, the Board's risk appetite and,
as documented above, the principal risks facing the Group and how these are
managed. Based on the results of this analysis, the Directors have a
reasonable expectation that the Group and the Company will be able to continue
in operation and meet its liabilities as they fall due over the period to
March 2028.
The Board has determined that the three-year period to March 2028 is an
appropriate period over which to provide its viability statement because the
Board's current financial planning horizon covers a three-year period. In
making their assessment, the Directors have taken account of the Group's £10m
three-year revolving credit facility to March 2026, cash flows, dividend cover
and other key financial ratios over the period.
The covenants of the facility require a minimum interest cover ratio of 4 and
net leverage not exceeding 2.5 times. In the calculation of net leverage,
Adjusted EBITDA excludes the impact of IFRS 16. The Group is not expected to
breach any of these covenants in any of the scenarios run for the viability
statement and is not forecasting that the facility will be utilised during the
viability period.
The three-year forecast was built, bottom-up from the budget for 2025 together
with appropriate growth factors for 2026 to 2027. The three months to March
2028 are based directly off the respective forecast in 2027 with inflation
applied.
The metrics in the forecast are subject to stress testing which involves
sensitising key assumptions underlying the forecasts both individually and in
unison. The key sensitivity is on Adjusted EBITDA which is the primary driver
of performance in the viability assessment. This base case assumes that
Adjusted EBITDA is lowered by 18% in every period that the viability statement
covers.
In both the forecast and base case scenarios, the Group would not be required
to rely on the revolving credit facility in order to fund its daily
operations. Sensitising the model for changes in the assumptions and risks
affirmed that the Group and the Company would remain viable over the
three-year period to March 2028.
Going concern basis of accounting
In accordance with provision 30 of the UK Corporate Governance Code 2018, the
Directors' statement as to whether they consider it appropriate to adopt the
going concern basis of accounting in preparing the financial information and
their identification of any material uncertainties, including the principal
risks outlined above, to the Group's ability to continue to do so over a
period of at least twelve months from the date of approval of the financial
information and for the foreseeable future, being the period as discussed in
the viability statement above.
The Strategic Report was approved by the Board of Directors and signed by
order of the Board.
Statement of Directors' Responsibilities in respect of the financial
information
The Directors are responsible for preparing the Annual Report and the
financial information in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial information for each
financial year. Therefore, the Directors have prepared the Group financial
information in accordance with UK-adopted International Accounting Standards
(IFRS) and the Company financial information in accordance with IFRS.
Under company law, the Directors must not approve the financial information
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit or loss of the Group
and the Company for that period.
In preparing the financial information, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· state whether applicable IFRS have been followed for the Group financial
information and applicable IFRS have been followed for the Company financial
information, subject to any material departures disclosed and explained in the
financial information;
· make judgements and accounting estimates that are reasonable and prudent; and
· prepare the financial information on the going concern basis unless it is
inappropriate to presume that the Group and the Company will continue in
business.
The Directors are responsible for safeguarding the assets of the Group and
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records
that are sufficient to show and explain the Group's and the Company's
transactions and disclose with reasonable accuracy at any time the financial
position of the Group and the Company. This enables them to ensure that the
financial information and the Directors' Remuneration Report comply with the
Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the
Company's website. Legislation in the UK governing the preparation and
dissemination of financial information may differ from legislation in other
jurisdictions.
Directors' confirmations
The Directors consider that the annual report and financial information, taken
as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group's and Company's position and
performance, business model and strategy.
In accordance with DTR 4.1.12R, each of the Directors, whose names and
functions are listed in the Governance Report confirm that, to the best of
their knowledge:
· the Company financial information, which have been prepared in accordance with
UK-adopted IFRS, give a true and fair view of the assets, liabilities,
financial position and profit of the Company;
· the Group financial information, which have been prepared in accordance with
UK-adopted IFRS, give a true and fair view of the assets, liabilities,
financial position and profit of the Group; and
· the Directors' Report includes a fair review of the development and
performance of the business and the position of the Group and Company,
together with a description of the principal risks and uncertainties that it
faces.
A resolution is to be proposed at the 2025 Annual General Meeting for the
reappointment of Crowe as auditor of the Company.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2024
Note Adjusted Adjusting Statutory Adjusting
Results(1) Items(1) Results Adjusted Items(1) Statutory
2024 2024 2024 Results(1) 2023 Results
£'000 £'000 £'000 2023 £'000 2023
£'000 £'000
Continuing operations
Revenue 2 35,116 - 35,116 37,329 - 37,329
Net operating expenses 3 (31,403) (12,422) (43,825) (29,725) (1,491) (31,216)
Operating profit / (loss) 3,713 (12,422) (8,709) 7,604 (1,491) 6,113
Finance income 6 318 - 318 266 - 266
Finance costs 6 (150) - (150) (245) - (245)
Net finance income 168 - 168 21 - 21
Profit / (loss) before tax 3,881 (12,422) (8,541) 7,625 (1,491) 6,134
Taxation 7 (1,098) 53 (1,045) (1,217) 410 (807)
Profit / (loss) for the year from continuing operations 2,783 (12,369) (9,586) 6,408 (1,081) 5,327
Discontinued operations
Loss for the year from discontinued operations after tax 8 - - - (63) (414) (477)
Profit / (loss) for the year attributable to owners of the parent 2,783 (12,369) (9,586) 6,345 (1,495) 4,850
Total comprehensive income / (loss) attributable to owners of the parent 2,783 (12,369) (9,586) 6,345 (1,495) 4,850
Earnings / (loss) per share attributable to owners of the parent 9
Basic from continuing operations 1.9p (8.5p) (6.6p) 4.4p (0.7p) 3.7p
Basic from discontinued operations - - - - (0.3p) (0.3p)
Basic 1.9p (8.5p) (6.6p) 4.4p (1.0p) 3.4p
Fully diluted from continuing operations 1.9p (8.5p) (6.6p) 4.2p (0.7p) 3.5p
Fully diluted from discontinued operations - - - - (0.3p) (0.3p)
Fully diluted 1.9p (8.5p) (6.6p) 4.2p (1.0p) 3.2p
(1) Adjusted results exclude adjusting items, as detailed in note 1(b).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2024
Attributable to owners of the Company
Note Share Own Share Reserve Deferred Foreign currency reserve Retained Total
capital shares premium for shares shares £'000 earnings equity
£'000 £'000 £'000 to be £'000 £'000 £'000
issued
£'000
At 1 January 2023 15,141 (5,863) 1,101 1,127 80 144 37,096 48,826
Profit for the year and total comprehensive income - - - - - - 4,850 4,850
Currency translation adjustment - - - - - (17) - (17)
Transactions with owners in their capacity as owners:
Dividends 24 - - - - - - (8,916) (8,916)
Purchase of own shares 23 - (322) - - - - - (322)
Exercise of share awards 22,23 - 1,276 - (396) - - (880) -
Fair value of employee services 23 - - - 939 - - - 939
Tax on share-based payments 14 - - - - - - (292) (292)
As at 31 December 2023 15,141 (4,909) 1,101 1,670 80 127 31,858 45,068
Loss for the year and total comprehensive loss - - - - - - (9,586) (9,586)
Currency translation adjustment - - - - - 1 - 1
Transactions with owners in their capacity as owners:
Dividends 24 - - - - - - (2,627) (2,627)
Exercise of share awards 22,23 - 960 - (866) - - (94) -
Lapsed share awards 23 - - - (19) - - 19 -
Fair value of employee services 23 - - - (297) - - - (297)
Tax on share-based payments 14 - - - - - - (60) (60)
As at 31 December 2024 15,141 (3,949) 1,101 488 80 128 19,510 32,499
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2024
Attributable to owners of the Company
Note Share Own Share Reserve Deferred Retained Total
capital shares premium for shares shares earnings equity
£'000 £'000 £'000 to be £'000 £'000 £'000
issued
£'000
At 1 January 2023 15,141 (4,135) 1,101 1,127 80 18,182 31,496
Loss for the year and total comprehensive loss - - - - - (4,521) (4,521)
Transactions with owners in their capacity
as owners:
Dividends 24 - - - - - (8,916) (8,916)
Exercise of share awards 23 - - - (396) - (312) (708)
Fair value of employee services 23 - - - 939 - - 939
Tax on share-based payments 14 - - - - - (159) (159)
As at 31 December 2023 15,141 (4,135) 1,101 1,670 80 4,274 18,131
Profit for the year and total comprehensive income - - - - - 15,904 15,904
Transactions with owners in their capacity as owners:
Dividends 24 - - - - - (2,627) (2,627)
Transfer of treasury shares 22 - 4,135 - - - (4,135) -
Exercise of share awards 23 - - - (866) - (14) (880)
Lapsed share awards 23 - - - (19) - 19 -
Fair value of employee services 23 - - - (297) - - (297)
Tax on share-based payments 14 - - - - - (30) (30)
As at 31 December 2024 15,141 - 1,101 488 80 13,391 30,201
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2024
Registered number 04948078
Note 31 December 31 December
2024 2023
£'000 £'000
Non-current assets
Goodwill 10 29,137 41,162
Other intangible assets 11 3,498 3,522
Property, plant and equipment 12 1,157 2,226
Deferred tax assets 14 1,253 2,177
Other receivables 15 4 166
35,049 49,253
Current assets
Trade and other receivables 15 4,653 5,089
Cash and cash equivalents 16 928 1,996
Short-term deposits 17 8,000 7,500
Current tax assets 21 36 379
13,617 14,964
Total assets 48,666 64,217
Current liabilities
Trade and other payables 18 (6,677) (8,589)
Lease liabilities 19 (1,025) (952)
Deferred income 20 (8,205) (8,352)
(15,907) (17,893)
Net current liabilities (2,290) (2,929)
Non-current liabilities
Lease liabilities 19 - (1,025)
Deferred tax liabilities 14 (260) (231)
(260) (1,256)
Net assets 32,499 45,068
Capital and reserves attributable to owners of the Company
Share capital 22 15,141 15,141
Own shares (3,949) (4,909)
Share premium 1,101 1,101
Other reserves 568 1,750
Foreign currency reserve 128 127
Retained earnings 19,510 31,858
Total equity 32,499 45,068
COMPANY STATEMENT OF FINANCIAL POSITION
as at 31 December 2024
Registered number 04948078
Note 31 December 31 December
2024 2023
£'000 £'000
Non-current assets
Investments 13 44,540 66,081
Deferred tax assets 14 844 1,082
Other receivables 15 4 879
45,388 68,042
Current assets
Trade and other receivables 15 127 136
127 136
Total assets 45,515 68,178
Current liabilities
Trade and other payables 18 (15,310) (50,047)
(15,310) (50,047)
Net current liabilities (15,183) (49,911)
Non-current liabilities
Trade and other payables 18 (4) -
(4) -
Net assets 30,201 18,131
Capital and reserves attributable to owners of the Company
Share capital 22 15,141 15,141
Own shares - (4,135)
Share premium 1,101 1,101
Other reserves 568 1,750
Retained earnings 13,391 4,274
Total equity 30,201 18,131
The Company has taken advantage of the exemption available under section 408
of the Companies Act 2006 and has not presented its own statement of
comprehensive income in this financial information. The Company's profit for
the year was £15,904,000 (2023: loss of £4,521,000).
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2024
Note 2024 2023
£'000 £'000
Cash flows from operating activities
Cash generated from operations 25 3,946 7,303
Tax refunded / (paid) 7 200 (1,589)
Interest paid 6 (1) (50)
Net refund of lease deposit 19 - 116
Net cash generated from operating activities 4,145 5,780
Cash flows from investing activities
Proceeds from disposal of assets 4 44 -
Purchase of property, plant and equipment 12 (23) (111)
Purchase of intangible assets 11 (1,213) (1,944)
Interest received 6 330 220
Investment in short-term deposits 17 (500) 1,000
Net cash flows used in investing activities (1,362) (835)
Cash flows from financing activities
Finance costs paid 6 (71) (73)
Repayment of obligations under lease 19 (1,007) (973)
Purchase of own shares 22 - (322)
Share options exercised 23 (121) (97)
Dividends paid to Company's shareholders 24 (2,627) (8,916)
Extension fee on revolving credit facility 25 (20) (20)
Net cash flows used in financing activities (3,846) (10,401)
Net decrease in cash and cash equivalents (1,063) (5,456)
Cash and cash equivalents at beginning of the year 1,996 7,501
Effects of foreign currency exchange rate changes (5) (49)
Cash and cash equivalents at end of the year 16 928 1,996
COMPANY CASH FLOW STATEMENT
for the year ended 31 December 2024
Note 2024 2023
£'000 £'000
Cash flows from operating activities
Cash generated from operating activities 25 2,779 9,085
Cash flows from financing activities
Finance costs paid 6 (71) (73)
Share options exercised 23 (61) (76)
Dividends paid to Company's shareholders 24 (2,627) (8,916)
Extension fee on revolving credit facility 25 (20) (20)
Net cash flows used in financing activities (2,779) (9,085)
Net increase in cash and cash equivalents - -
Cash and cash equivalents at beginning of the year - -
Cash and cash equivalents at end of the year 16 - -
NOTES TO THE FINANCIAL INFORMATION
1 Summary of material accounting policies
The principal accounting policies adopted in the preparation of these
consolidated and Company financial information are set out below. These
policies have been consistently applied to all of the periods presented,
unless otherwise stated. The financial information are for the Group
consisting of Centaur Media Plc and its subsidiaries, and the Company, Centaur
Media Plc. Centaur Media Plc is a public company limited by shares and
incorporated in England and Wales.
(a) Basis of preparation
The financial information in this preliminary announcement has been extracted
from the audited Group Financial Statements for the year ended 31 December
2024 and does not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006. The Group Financial Statements for 2023 were
delivered to the registrar of companies, and those for 2024 will be delivered
in due course. The auditor's report on the Group Financial Statements for 2023
and 2024 were both unqualified and unmodified. The auditors' report was signed
on 18 March 2025. The Group Financial Statements and this preliminary
announcement were approved by the Board of Directors on 18 March 2025.
The consolidated and Company financial information has been prepared in
accordance with UK-adopted International Accounting Standards (IFRS) and with
the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards. The financial information has been prepared
on a historical cost basis except where stated otherwise within the accounting
policies.
In preparing the consolidated and Company financial information management has
considered the impact of climate change, taking into account the relevant
disclosures in the Strategic Report, including those made in accordance with
the recommendations of the Taskforce on Climate-related Financial Disclosures.
This included an assessment of assets with indefinite and long lives as well
as impairment assessments of CGUs (including forecasted cash flows), and how
they could be impacted by measures taken to address global warming.
Recognising that the environmental impact of the Group's operations, and the
use of the Group's services, is relatively low, no issues were identified that
would impact the carrying values of such assets or have any other impact
on the financial information.
Going concern
The financial information has been prepared on a going concern basis. The
Directors have carefully assessed the Group's ability to continue trading and
have a reasonable expectation that the Group and Company have adequate
resources to continue in operational existence for at least twelve months from
the date of approval of this financial information and for the foreseeable
future, being the period in the viability statement.
At 31 December 2024, the Group had cash and cash equivalents of £928,000
(2023: £1,996,000) and short-term deposits of £8,000,000 (2023:
£7,500,000). Since March 2021, the Group has had a multi-currency revolving
credit facility with NatWest. The facility consists of a committed £10
million facility and an additional uncommitted £15 million accordion option,
both of which can be used to cover the Group's working capital and general
corporate needs. In February 2024, the Group took the option to extend the
facility for one year and the facility now runs to 31 March 2026. The Group
had not drawn down on the facility at 31 December 2024 or at any point during
the year.
The Group has net current liabilities at 31 December 2024 amounting to
£2,290,000 (2023: net current liabilities £2,929,000). The net current
liability position primarily arose from its normal levels of deferred income
relating to performance obligations to be delivered in the future rather than
an inability to service its liabilities. An assessment of cash flows for the
next three financial years has indicated an expected level of cash generation
which would be sufficient to allow the Group to fully satisfy its working
capital requirements and the guarantee given in respect of its UK
subsidiaries, to cover all principal areas of expenditure, including
maintenance, capital expenditure and taxation during this year, and to meet
the financial covenants under the revolving credit facility. The Company has
net current liabilities at 31 December 2024 amounting to £15,183,000 (2023:
£49,911,000). In both the current and prior year, these almost entirely arose
from unsecured payables to subsidiaries which have no fixed date of repayment.
The preparation of financial information in accordance with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial information and the reported
amounts of revenue and expenses during the year. Although these estimates are
based on management's best knowledge of the amount, events or actions, the
actual results may ultimately differ from those estimates.
Having assessed the principal risks and the other matters discussed in
connection with the Viability Statement which considers the Group and
Company's viability over a three-year period to March 2028, the Directors
consider it appropriate to adopt the going concern basis of accounting in
preparing both the consolidated financial information of the Group and the
financial information of the Company.
New and amended standards adopted by the Group
The Group has applied the following standards and amendments for the first
time for its annual reporting period commencing 1 January 2024:
· Classification of Liabilities as Current or Non-current and Non-current
liabilities with covenants - Amendments to IAS 1;
· Lease Liability in Sale and Leaseback - Amendments to IFRS 16; and
· Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7.
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future period.
New standards and interpretations not yet adopted
There are no accounting standards, amendments, or interpretations effective
for the first time this financial year that have had a material impact on the
Group. No standards have been early adopted during the year. The Directors
also considered the impact on the Group of new and revised accounting
standards, interpretations, or amendments which have been issued but were not
effective for the Group for the year ended 31 December 2024. On 9 April 2024,
the IASB issued a new standard, IFRS 18 "Presentation and Disclosure in
Financial Statements", which if adopted by the UK Endorsement Board, will be
effective for annual reporting periods beginning on or after 1 January 2027.
While IFRS 18 will not impact the recognition or measurement of items in the
financial information, it will likely result in changes to how the Group
presents certain information.
Comparative numbers
Prior year comparative numbers have been updated to reflect current year
presentation and disclosures. The prior year revenue by type reported in note
2 has been re-presented to separate previously presented Training and Advisory
into Learning and Development and Advisory, and to combine previously
presented Marketing Solutions and Recruitment Advertising into Other revenue.
There is no impact on the face of the consolidated statement of comprehensive
income.
(b) 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 measures used
are explained and reconciled to their IFRS statutory headings below.
Adjusted operating profit and adjusted earnings per share
The Directors believe that adjusted results and adjusted earnings per share,
split between continuing and discontinued operations, 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.
Adjustments are 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 acquired
intangible assets are shown in note 11.
· 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
23.
· Impairment of goodwill - the Directors believe that non-cash impairment
charges in relation to goodwill are generally volatile and material, and
therefore exclude any such charges from the adjusted results of the Group.
Details of the goodwill impairment analysis are shown in note 10.
· Gain or loss on disposal of assets or subsidiaries - gain or loss on disposals
of assets or 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.
· Other separately reported items - certain other items are excluded from
adjusted results where they are considered large or unusual enough to distort
the comparability of core trading results year-on-year. Details of these
separately disclosed items are shown in 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. See note 7 for a reconciliation between reported and
adjusted tax charges.
Further details of adjusting items are included in note 4. A reconciliation
between adjusted and statutory earnings per share measures is shown in note 9.
(Loss) / profit before tax reconciles to adjusted operating profit as follows:
Note 2024 2023
£'000 £'000
(Loss) / profit before tax (8,541) 6,134
Adjusting items
Exceptional operating costs 4 812 349
Amortisation of acquired intangible assets 11 48 47
Impairment of goodwill 10 12,025 -
Gain on disposal of assets 4 (44) -
Share-based payment (credit) / expense 23 (419) 1,095
Adjusted profit before tax 3,881 7,625
Finance income 6 (318) (266)
Finance costs 6 150 245
Adjusted operating profit 3,713 7,604
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, and including capital expenditure. 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 and includes the Group's
management of capital expenditure. Statutory cash flow from operations
reconciles to adjusted operating cash as below:
Note 2024 2023
£'000 £'000
Reported cash flow from operating activities 25 3,946 7,303
Cash outflow of adjusting items from operations 494 472
Adjusted operating cash flow 4,440 7,775
Capital expenditure (1,236) (2,055)
Post capital expenditure cash flow 3,204 5,720
Our cash conversion rate for the year was 75% (2023: 80%).
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 year. Statutory revenue growth is equal to underlying
revenue growth and is as follows:
Xeim The Lawyer Total
£'000 £'000 £'000
Reported and underlying revenue 2023 28,968 8,361 37,329
Reported and underlying revenue 2024 26,205 8,911 35,116
Reported and underlying revenue (decline) / growth (10)% 7% (6)%
Adjusted EBITDA
Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted
operating profit before depreciation and impairment of tangible assets and
amortisation and impairment 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:
Note 2024
£'000 2023
£'000
Adjusted operating profit (as above) 3,713 7,604
Depreciation of property, plant and equipment 3,12 1,084 1,133
Amortisation of computer software 3,11 1,076 930
Adjusted EBITDA 5,873 9,667
Net cash
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.
Group net cash is calculated as follows:
Note 2024
£'000 2023
£'000
Cash and cash equivalents 16 928 1,996
Short-term deposits 17 8,000 7,500
Net cash 8,928 9,496
(c) Principles of consolidation
The consolidated financial information incorporates the financial information
of Centaur Media Plc and all of its subsidiaries after elimination of
intercompany transactions and balances. The consolidated financial information
is presented in Pounds Sterling, which is the Group and Company's functional
and presentation currency.
(i) Subsidiaries
Subsidiaries are all entities controlled by the Group. The Group controls an
entity when the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group
until the date that the Group ceases to control them.
(ii) Employee Benefit Trust
The Centaur Employees' Benefit Trust ('Employee Benefit Trust') is a trust
established by Trust deed in 2006 for the granting of shares to applicable
employees. Its assets and liabilities are held separately from the Company and
are fully consolidated in the consolidated statement of financial position.
Holdings of Centaur Media Plc shares by the Employee Benefit Trust are shown
within the 'own shares' reserve as a deduction from consolidated equity.
(d) Revenue recognition
Revenue is measured at the transaction price, which is the amount of
consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services to the customer. Judgement may arise
in timing and allocation of transaction price when there are multiple
performance obligations in one contract. However, an annual impact assessment
is performed which has confirmed that the impact is immaterial in both the
current year and comparative year. Revenue arises from the sales of premium
content, learning and development, advisory, events, marketing solutions and
recruitment advertising in the normal course of business, net of discounts and
relevant sales tax. Returns, refunds and other similar allowances, which have
historically been low in volume and immaterial in magnitude, are accounted for
as a reduction in revenue as they arise.
Where revenue is deferred it is held as a balance in deferred income on the
consolidated statement of financial position. At any given reporting date,
this deferred income is current in nature and is expected to be recognised
wholly in revenue in the following financial year, with the exception of
returns and credit notes, which have historically been low in volume and
immaterial in magnitude.
The Group recognises revenue earned from contracts as individual performance
obligations are met, on a stand-alone selling price basis. This is when value
and control of the product or service has transferred, being when the product
is delivered to the customer or the period in which the services are rendered
as set out in more detail below.
Premium Content
Revenue from subscriptions is deferred and recognised on a monthly
straight-line basis over the subscription period, starting in the month in
which the subscription commences, reflecting the continuous provision of paid
content services over this time. In general, the Group bills customers for
premium content at the start of the contract.
Learning and Development
Revenue from learning and development is deferred and recognised over the
length of the course. In general, the Group bills customers for learning and
development upfront prior to the course start date.
Advisory
Revenue from advisory is deferred and recognised when a separately
identifiable milestone of a contract has been delivered to the customer. In
general, the Group bills customers for advisory in instalments, including
upfront on contract signing and/or periodically throughout the service period.
Events
Consideration received in advance for events is deferred and revenue is
recognised at the point in time at which the event takes place. In general,
the Group bills customers for events before the event date.
Other revenue
Marketing Solutions
Marketing solutions revenue from display and bespoke campaigns is recognised
over the period that the service is provided. In general, the Group bills
customers for marketing solutions on delivery.
Recruitment Advertising
Sales of online recruitment advertising space are recognised in revenue over
the period during which the advertisements are placed. Sales of recruitment
advertising space in publications are recognised at the point at which the
publication occurs. In general, the Group bills customers for recruitment
advertising on delivery.
(e) Investments
In the Company's financial information, investments in subsidiaries are stated
at cost less provision for impairment in value.
Investments are reviewed for impairment whenever events indicate that the
carrying value may not be recoverable. An impairment loss is recognised to the
extent that the carrying value exceeds the higher of the investments fair
value less cost of disposal and its value-in-use. An asset's value-in-use is
calculated by discounting an estimate of future cash flows by the pre-tax
weighted average cost of capital. Any impairment is recognised in the
statement of comprehensive income. If there has been a change in the estimates
used to determine the investment's recoverable amount, impairment losses that
have been recognised in prior periods may be reversed. This reversal is
recognised in the statement of comprehensive income.
(f) Income tax
The tax expense represents the sum of current and deferred tax.
Current tax is based on the taxable profit for the year. Taxable profit
differs from profit as reported in the consolidated statement of comprehensive
income because it excludes items of income or expense that are taxable or
deductible in other years, and it further includes items that are never
taxable or deductible. The Group and Company's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the reporting date.
Deferred tax is provided in full, using the liability method, on temporary
differences between the carrying amounts of assets and liabilities in the
consolidated financial information and the corresponding tax bases used in the
computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available to utilise those temporary differences and losses. Such assets and
liabilities are not recognised if the temporary difference arises from
goodwill or the initial recognition (other than in a business combination) of
other assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit and does not give rise to equal taxable and
deductible temporary differences.
Deferred tax is calculated at the enacted or substantively enacted tax rates
that are expected to apply in the year when the liability is settled, or the
asset is realised. Deferred tax is charged or credited to the consolidated
statement of comprehensive income, except when it relates to items charged or
credited directly to equity or other comprehensive income, in which case the
deferred tax is recognised in equity or other comprehensive income
respectively.
The carrying amount of deferred tax assets is reviewed at each reporting date
and is reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
(g) Leases
Lessee accounting
Under IFRS 16, leases are accounted for on a 'right-of-use model' reflecting
that, at the commencement date, the Group as a lessee has a financial
obligation to make lease payments to the lessor for its right to use the
underlying asset during the lease term. The financial obligation is recognised
as a lease liability, and the right to use the underlying asset is recognised
as a right-of-use ('ROU') asset. The ROU assets are recognised within
property, plant and equipment on the face of the consolidated statement of
financial position and are presented separately in note 12.
The lease liability is initially measured at the present value of the lease
payments using the rate implicit in the lease or, where that cannot be readily
determined, the incremental borrowing rate ('IBR'). The incremental borrowing
rate is estimated to discount future lease payments to measure the present
value of the lease liability at the lease commencement date. Such a rate is
based on what the Group estimates the lessee would have to pay a third party
to borrow the funds necessary to obtain an asset of a similar value to the
right-of-use asset, with similar terms, security and economic environment.
Subsequently, the lease liability is measured at amortised cost, with interest
increasing the carrying amount and lease payments reducing the carrying
amount. The carrying amount is remeasured to reflect any reassessment or lease
modifications.
The ROU asset is initially measured at cost which comprises:
· the amount of the initial measurement of the lease liability;
· any lease payments made at or before the commencement date, less any lease
incentives received;
· any initial direct costs; and
· an estimate of costs to be incurred at the end of the lease term.
Subsequently, the ROU asset is measured at cost less accumulated depreciation
and impairment losses. Depreciation is calculated to write off the cost on a
straight-line basis over the lease term.
Using the exemption available under IFRS 16, the Group elects not to apply the
requirements above to:
· short-term leases; and
· leases for which the underlying asset is of a low value.
In these cases, the Group recognises the lease payments as an expense on a
straight-line basis over the lease term, or another systematic basis if that
basis is more representative of the agreement.
(h) Impairment of assets
Assets that are subject to depreciation or amortisation are reviewed for
impairment whenever events indicate that the carrying value may not be
recoverable. An impairment loss is recognised to the extent that the carrying
value exceeds the higher of the asset's fair value less cost of disposal and
its value-in-use. An asset's value-in-use is calculated by discounting an
estimate of future cash flows by the pre-tax weighted average cost of capital.
(i) Intangible assets
(i) Brands and publishing rights and customer relationships
Separately acquired brands and publishing rights are shown at historical cost.
Brands and publishing rights and customer relationships acquired in a business
combination are recognised at fair value at the acquisition date. They have a
finite useful life and are subsequently carried at cost less accumulated
amortisation and impairment losses.
(ii) Software
Computer software that is not integral to the operation of the related
hardware is carried at cost less accumulated amortisation. Costs associated
with the development of identifiable and unique software products controlled
by the Group that will generate probable future economic benefits in excess of
costs are recognised as intangible assets when the criteria of IAS 38
'Intangible Assets' are met. They are carried at cost less accumulated
amortisation and impairment losses.
(iii) Amortisation methods and periods
Amortisation is calculated to write off the cost or fair value of intangible
assets on a straight-line basis over the expected useful economic lives to the
Group over the following periods:
Computer software - 3 to 5 years
Brands and publishing rights - 5 to 20 years
Customer relationships - 3 to 10 years or over the term of any specified contract
Goodwill has an indefinite life and is tested for impairment annually at a
Group level or whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable.
(j) Property, plant and equipment
See note 1(g) for right-of-use assets. All other property, plant and equipment
is stated at historical cost less accumulated depreciation and impairment
losses. The historical cost of property, plant and equipment is the purchase
cost together with any incidental direct costs of acquisition. Depreciation is
calculated to write off the cost, less estimated residual value, of assets, on
a straight-line basis over the expected useful economic lives to the Group
over the following periods:
Fixtures and fittings - 5 to 10 years
Computer equipment - 3 to 5 years
Right-of-use assets - over the lease term
The estimated useful lives, residual values and depreciation methods are
reviewed at the end of each reporting year, with the effect of any changes in
estimate accounted for on a prospective basis.
(k) Employee benefits
Share-based payments
The Group operates several equity-settled share-based payment plans, under
which the Group receives services from employees in consideration for equity
instruments (share options and shares) of the Company. Information relating to
these plans is set out in note 23.
Equity-settled share-based payments are measured at fair value at the date of
grant. Fair value is measured using either a Monte Carlo simulation
(stochastic) model or Black-Scholes option pricing model. The fair value of
the employee services received in exchange for the grant of share awards and
options is recognised as an expense on a straight-line basis over the vesting
period, based on the Group's estimate of the number of options or shares that
will eventually vest. Non-market-based performance or service vesting
conditions (for example profitability and remaining as an employee of the
entity over a specified time period) are included in assumptions about the
number of share awards and options that are expected to vest. Market-based
performance criteria is reflected in the measurement of fair value at the date
of grant.
The impact of the revision to original estimates, if any, is recognised in the
consolidated statement of comprehensive income, with a corresponding
adjustment to equity, such that the cumulative expense reflects the revised
estimate. The cumulative share-based payment expense held in reserves is
recycled into retained earnings when the share awards or options lapse or are
exercised. When options are exercised, shares are either transferred to the
employee from the Employee Benefit Trust or by issuing new shares. The social
security contributions payable in connection with the grant of share awards is
treated as a cash-settled transaction.
The award by the Company of share-based payment awards over its equity
instruments to the employees of subsidiary undertakings in the Group is
treated as a capital contribution only if it is left unsettled. The fair value
of employee services received, measured by reference to the grant date fair
value, is recognised over the vesting period as an increase to investment in
subsidiary undertakings, with a corresponding credit to equity.
A deferred tax asset is recognised on share options based on the intrinsic
value of the options, which is calculated as the difference between the fair
value of the shares under option at the reporting date and exercise price of
the share options. The deferred tax asset is utilised when the share options
are exercised or released when share options lapse. The accounting policy
regarding deferred tax is set out above in note 1(f).
(l) Equity
(i) Share capital
Ordinary and deferred shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company's equity instruments, for
example as the result of a share buyback or share-based payment plan, the
consideration paid, including any directly attributable incremental costs (net
of income taxes) is deducted from equity attributable to the owners of the
Company as treasury shares until the shares are cancelled or reissued. Where
such ordinary shares are subsequently reissued, any consideration received,
net of any directly attributable incremental transaction costs and the related
income tax effects, is included in equity attributable to the owners of the
Company.
Shares held by the Employee Benefit Trust are disclosed as own shares and
deducted from equity.
(ii) Own shares
Own shares consist of treasury shares and shares held within the Employee
Benefit Trust.
Own shares are recognised at cost as a deduction from equity shareholders'
funds. Subsequent consideration received for the sale of such shares is also
recognised in equity, with any excess of consideration received between the
sale proceeds and the original cost being recognised in share premium. No gain
or loss is recognised in the financial information on transactions in treasury
shares.
(m) Financial instruments
The Group has applied IFRS 9 'Financial Instruments' as outlined below:
(i) Financial assets
The Group classifies and measures its financial assets in line with one of the
three measurement models under IFRS 9: at amortised cost, fair value through
profit or loss, and fair value through other comprehensive income. Management
determines the classification of its financial assets based on the
requirements of IFRS 9 at initial recognition.
(ii) Trade receivables
Trade receivables are accounted for under IFRS 9, being recognised initially
at fair value and subsequently at amortised cost less any allowance for
expected lifetime credit losses under the 'expected credit loss' model. As
mandated by IFRS 9, the expected lifetime credit losses are calculated using
the 'simplified' approach.
A provision matrix is used to calculate the allowance for expected lifetime
credit losses on trade receivables which is based on historical default rates
over the expected life of the trade receivables and is adjusted for
forward-looking estimates. The allowance for expected lifetime credit losses
is established by considering, on a discounted basis, the cash shortfalls it
would incur in various default scenarios for prescribed future periods and
multiplying those shortfalls by the probability of each scenario occurring.
The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the ability of the customers to
settle the receivables. The allowance is the sum of these probability weighted
outcomes. The allowance and any changes to it are recognised in the
consolidated statement of comprehensive income within net operating expenses.
When a trade receivable is uncollectible, it is written off against the
allowance account for trade receivables. Subsequent recoveries of amounts
previously written off are credited against net operating expenses in the
consolidated statement of comprehensive income. The Group defines a default as
failure of a debtor to repay an amount due as this is the time at which our
estimate of future cash flows from the debtor is affected.
(iii) Financial liabilities
Debt and trade and other payables are recognised initially at fair value based
on amounts exchanged, net of transaction costs, and subsequently at amortised
cost.
(iv) Receivables from and payables to subsidiaries and the Employee Benefit
Trust
The Company has amounts receivable from and payable to subsidiaries and from
the Employee Benefit Trust which are recognised at fair value. Amounts
receivable from subsidiaries and the Employee Benefit Trust are assessed
annually for recoverability under the requirements of IFRS 9.
(n) Key accounting assumptions, estimates and judgements
The preparation of financial information under IFRS requires the use of
certain key accounting assumptions and requires management to exercise its
judgement and to make estimates. Those that have the most significant effect
on the amounts recognised in the consolidated financial information or have
the most risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.
Key sources of estimation uncertainty
(i) Carrying value of goodwill, other intangible assets and Company investment
estimate
In assessing whether goodwill, other intangible assets and the Company's
investment are impaired, the Group uses a discounted cash flow model which
includes forecast cash flows and estimates of future growth. If the results of
operations in future periods are lower than included in the cash flow model,
impairments may be triggered. A sensitivity analysis has been performed on the
value-in-use calculations. Further details of the assumptions and
sensitivities in the discounted cash flow model are included in notes 10 and
13.
Critical accounting judgements
(ii) Adjusting items judgement
The term 'adjusted' is not a defined term under IFRS. Judgement is required to
ensure that the classification and presentation of certain items as adjusting,
including exceptional costs, is appropriate and consistent with the Group's
accounting policy. Further details about the amounts classified as adjusting
are included in notes 1(b) and 4.
Other areas of judgement and accounting estimates
The consolidated financial information includes other areas of judgement and
accounting estimates. While these areas do not meet the definition under IAS 1
of significant accounting estimates or critical accounting judgements, the
recognition and measurement of certain material assets and liabilities are
based on assumptions and/or are subject to longer-term uncertainties.
The other areas of judgement and accounting estimates are:
· deferred tax (estimation of forecasted future taxable profits) refer to notes
1(f) and 14;
· lease liabilities (IBR estimate) refer to notes 1(g) and 19; and
· share-based payment expense (estimation of fair value) refer to notes 1(k) and
23.
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, learning and development, 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 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 8 for details on the discontinued operations.
Segment assets consist primarily of property, plant and equipment, intangible
assets (including goodwill) and trade receivables. Segment liabilities
primarily 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 and lease liabilities.
Capital expenditure comprises purchases of additions to property, plant and
equipment and intangible assets.
2024 Note Xeim The Lawyer Central Group
£'000 £'000 £'000 £'000
Revenue 26,205 8,911 - 35,116
Adjusted operating profit / (loss) 1(b) 3,586 2,805 (2,678) 3,713
Exceptional operating costs 4 (251) - (561) (812)
Amortisation of acquired intangibles 11 (48) - - (48)
Impairment of goodwill 10 (12,025) - - (12,025)
Gain on disposal of assets 4 44 - - 44
Share-based payment credit 23 196 72 151 419
Operating (loss) / profit (8,498) 2,877 (3,088) (8,709)
Finance income 6 318
Finance costs 6 (150)
Loss before tax (8,541)
Taxation 7 (1,045)
Loss for the year (9,586)
Segment assets 20,724 17,566 - 38,290
Corporate assets - - 10,376 10,376
Consolidated total assets 48,666
Segment liabilities (8,748) (4,003) - (12,751)
Corporate liabilities - - (3,416) (3,416)
Consolidated total liabilities (16,167)
Other items
Capital expenditure (tangible and intangible assets) 932 262 42 1,236
2023 Note Xeim The Lawyer Central Continuing operations Discontinued operations Group
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 28,968 8,361 - 37,329 2,006 39,335
Adjusted operating profit / (loss) 1(b) 7,447 3,022 (2,865) 7,604 42 7,646
Exceptional operating costs 4 (297) - (52) (349) (454) (803)
Amortisation of acquired intangibles 11 (47) - - (47) (31) (78)
Loss on disposal of assets 4 - - - - (56) (56)
Share-based payment expense 23 (369) (117) (609) (1,095) - (1,095)
Operating profit / (loss) 6,734 2,905 (3,526) 6,113 (499) 5,614
Finance income 6 266 - 266
Finance costs 6 (245) - (245)
Profit / (loss) before tax 6,134 (499) 5,635
Taxation 7 (807) 22 (785)
Profit / (loss) for the year 5,327 (477) 4,850
Segment assets 35,345 17,911 - 53,256 70 53,326
Corporate assets - - 10,891 10,891 - 10,891
Consolidated total assets 64,147 70 64,217
Segment liabilities (11,391) (3,780) - (15,171) (196) (15,367)
Corporate liabilities - - (3,782) (3,782) - (3,782)
Consolidated total liabilities (18,953) (196) (19,149)
Other items
Capital expenditure (tangible and intangible assets) 1,870 104 73 2,047 8 2,055
Supplemental information
Revenue by geographical location
The Group's revenue from continuing operations from external customers by
geographical location is detailed below:
Xeim The Lawyer Total Xeim The Lawyer Total
2024 2024 2024 2023 2023 2023
£'000 £'000 £'000 £'000 £'000 £'000
United Kingdom 14,348 7,805 22,153 15,766 7,203 22,969
Europe (excluding United Kingdom) 3,963 488 4,451 4,743 503 5,246
North America 4,047 458 4,505 4,210 495 4,705
Rest of world 3,847 160 4,007 4,249 160 4,409
26,205 8,911 35,116 28,968 8,361 37,329
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. Refer to note 13 for the
location of the Group's subsidiaries.
Revenue by type
The Group's revenue from continuing operations by type is as follows:
Xeim The Lawyer Total Re-presented(2)
2024 2024 2024 Xeim Re-presented(2) Re-presented(2)
£'000 £'000 £'000 2023 The Lawyer Total
£'000 2023 2023
£'000 £'000
Premium Content 8,818 5,706 14,524 9,998 5,156 15,154
Learning and Development 10,712 - 10,712 10,183 - 10,183
Advisory 2,848 - 2,848 4,675 - 4,675
Events 1,997 2,085 4,082 2,096 1,780 3,876
Other revenue(1) 1,830 1,120 2,950 2,016 1,425 3,441
26,205 8,911 35,116 28,968 8,361 37,329
(1) Other revenue includes Marketing Solutions and Recruitment Advertising
revenue.
(2 )See note 1(a) for description of prior year re-presentation.
The accounting policies for each of these revenue streams is disclosed in note
1(d), including the timing of revenue recognition. There are some contracts
for which revenue has not yet been recognised and is being held in deferred
income, see note 20. This deferred income is all current and is expected to be
recognised as revenue in 2025.
3 Net operating expenses
Operating profit / (loss) is stated after charging / (crediting):
Note Adjusted Adjusting Statutory Adjusted Adjusting Statutory
Results(1) Items(1) Results Results(1) Items(1) Results
2024 2024 2024 2023 2023 2023
£'000 £'000 £'000 £'000 £'000 £'000
Employee benefits expense 5 16,320 - 16,320 17,121 - 17,121
Capitalised employee benefits 5,11 (460) - (460) (435) - (435)
Exceptional operating costs 4 - 812 812 - 349 349
Depreciation of property, plant and equipment 4,12 1,084 - 1,084 1,133 - 1,133
Amortisation of intangible assets 4,11 1,076 48 1,124 930 47 977
Impairment of goodwill 10 - 12,025 12,025 - - -
Gain on disposal of assets 4 - (44) (44) - - -
Share-based payment (credit) / expense 4,23 - (419) (419) - 1,095 1,095
Net impairment of trade receivables 26 81 - 81 (106) - (106)
IT expenditure 2,453 - 2,453 2,336 - 2,336
Marketing expenditure 1,885 - 1,885 1,489 - 1,489
Other staff related costs 286 - 286 275 - 275
Other operating expenses 8,678 - 8,678 6,982 - 6,982
31,403 12,422 43,825 29,725 1,491 31,216
Cost of sales 13,257 - 13,257 13,686 - 13,686
Distribution costs 35 - 35 28 - 28
Administrative expenses 18,111 12,422 30,533 16,011 1,491 17,502
31,403 12,422 43,825 29,725 1,491 31,216
(1 )Adjusted results exclude adjusting items, as detailed in note 1(b).
Services provided by the Company and Group's auditor
2024 2023
£'000 £'000
Fees payable for the audit of Company and consolidated financial statements 135 128
Fees payable for the interim financial statement review 16 12
Total fees paid to the Company and Group's auditor 151 140
4 Adjusting items
As discussed in note 1(b), certain items are presented as adjusting. These are
detailed below:
Note 2024 2023
£'000 £'000
Continuing operations
Exceptional operating costs 812 349
Amortisation of acquired intangible assets 11 48 47
Impairment of goodwill 10 12,025 -
Gain on disposal of assets 4 (44) -
Share-based payment (credit) / expense 23 (419) 1,095
Adjusting items before tax 12,422 1,491
Tax relating to adjusting items 7 (53) (410)
Total adjusting items after tax for continuing operations 12,369 1,081
Discontinued operations 8
Exceptional operating costs - 454
Amortisation of acquired intangible assets 11 - 31
Loss on disposal of assets 11 - 56
Tax relating to adjusting items 7 - (127)
Total adjusting items after tax for discontinued operations - 414
Total adjusting items after tax 12,369 1,495
Exceptional operating costs
In the current year, exceptional operating costs in continuing operations of
£812,000 relate to: (a) £162,000 of non-recurring legal fees; (b) £566,000
related to the retirement of the CEO, comprising £491,000 as detailed in the
Remuneration Committee Report, together with employer's national insurance and
other costs; and (c) restructuring costs of £84,000. Exceptional operating
items comprise £631,000 of staff related costs and £181,000 of professional
fees.
In the prior year, exceptional operating costs in continuing operations of
£349,000 related to strategic restructuring of the Group including £317,000
of staff related restructuring costs and £32,000 of associated professional
fees.
Exceptional operating costs in discontinued operations of £454,000 were
incurred during the prior year due to the closure of the Really B2B and Design
Week brands within Xeim. This included £393,000 of staff related
restructuring costs and £61,000 related to professional fees and onerous
contracts.
Disposal of assets
In the current year, the gain on disposal of assets in continuing operations
of £44,000 relates to the disposal of Design Week brand.
In the prior year the loss on disposal of assets in discontinued operations of
£56,000 consisted of a loss on disposal of computer software of £7,000 and a
loss on disposal of acquired intangibles related to the Really B2B brand of
£49,000. Refer to note 11 for further details.
Other adjusting items
Other adjusting items relate to the amortisation of acquired intangible assets
(see note 11), impairment of goodwill (see note 10) and share-based payment
(credit)/expense. (see note 23).
5 Directors and employees
Group Note
2023 2023 2023
2024 Continuing Discontinued Total
£'000 £'000 £'000 £'000
Wages and salaries 13,754 14,522 1,126 15,648
Social security costs 1,596 1,696 129 1,825
Other pension costs 970 903 83 986
Employee benefits expense 16,320 17,121 1,338 18,459
Capitalised employee benefits 11 (460) (435) - (435)
Exceptional staff related costs 4 631 317 393 710
Share-based payment (credit) / expense 23 (419) 1,095 - 1,095
16,072 18,098 1,731 19,829
Company Note 2024 2023
£'000 £'000
Wages and salaries 1,238 1,499
Social security costs 162 205
Other pension costs 41 47
Employee benefits expense 1,441 1,751
Exceptional staff related costs 4 540 -
Share-based payment (credit) / expense 23 (143) 534
1,838 2,285
The average number of employees employed during the year, including Executive
Directors, was:
2024 2023 2024 2023
Group Group Company Company
Number Number Number Number
Xeim 143 167 - -
The Lawyer 60 56 - -
Central 7 10 2 4
Discontinued - 24 - -
210 257 2 4
Key management compensation
2024 2023
£'000 £'000
Salaries and short-term employment benefits 1,259 1,680
Post-employment benefits 160 100
Share-based payment (credit) / expense (163) 691
1,256 2,471
Key management is defined as the Executive Directors and Executive Committee
members.
1,278,227 shares were exercised by Directors during the year at a weighted
average share price of 34.65 pence (2023: 1,485,000 shares were exercised by
Directors at a share price of 37.0 pence).
6 Finance income and costs
2024 2023
£'000 £'000
Note
Finance income
Interest income from short-term deposits 17 300 235
Interest income from cash and cash equivalents 17 31
Other finance income 1 -
318 266
Finance costs
Commitment fees and amortisation of arrangement fee in respect of revolving (94) (106)
credit facility
Interest on lease 19 (55) (89)
Other finance costs (1) (50)
(150) (245)
Net finance income 168 21
Interest income from short-term deposits
Interest income from short-term deposits is calculated using the effective
interest method and is recognised in profit or loss. Finance income in
relation to these short-term deposits resulted in cash inflows to the Group of
£312,000 during the year (2023: £189,000).
Fees on revolving credit facility
These finance costs are in relation to the Group's £10m revolving credit
facility, none of which was drawn down at 31 December 2024 (2023: £nil). As
indicated by the consolidated cash flow statement, there were no drawdowns
from this facility during the current and prior year. Finance costs in
relation to this facility resulted in cash outflows by the Company and Group
of £71,000 during the year (2023: £73,000).
Lease interest
A lease liability was recognised for the Group's property lease. £55,000 of
interest on this lease was incurred during the year (2023: £89,000). Refer to
notes 1(g) and 19 for further details.
7 Taxation
Note 2024 2023 2023 2023
£'000 Continuing Discontinued Total
£'000 £'000 £'000
Analysis of charge / (credit) for the year
Current tax 21
Overseas tax 12 24 - 24
Adjustments in respect of prior years 140 1,346 - 1,346
152 1,370 - 1,370
Deferred tax 14
Current period 927 1,193 (22) 1,171
Adjustments in respect of prior years (34) (1,756) - (1,756)
893 (563) (22) (585)
Taxation charge / (credit) 1,045 807 (22) 785
The taxation charge / (credit) for the year can be reconciled to the (loss) /
profit before tax in the consolidated statement of comprehensive income as
follows:
2024 2023 2023 2023
£'000 Continuing Discontinued Total
£'000 £'000 £'000
(Loss) / profit before tax (8,541) 6,134 (499) 5,635
Tax at the UK rate of corporation tax of 25.0% (2023: 23.5%) (2,135) 1,441 (117) 1,324
Effects of:
Expenses not deductible for tax purposes 3,042 14 3 17
Additional deduction for capital allowances - (8) - (8)
Share-based payments 34 (52) - (52)
Effects of changes in tax rate on deferred tax balances - (82) (1) (83)
Use of losses - (93) 93 -
Different tax rates of subsidiaries in other jurisdictions (3) (3) - (3)
Adjustments in respect of prior years 107 (410) - (410)
Taxation charge / (credit) 1,045 807 (22) 785
For the financial year ended 31 December 2024, the current weighted averaged
tax rate was 25.0%. Temporary differences are remeasured using the enacted tax
rates that are expected to apply when the liability is settled or the asset
realised.
During the prior year, 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 year, adjustments in respect of prior years were made to current tax
(£1,346,000) and deferred tax (£1,872,000) to reflect the recognition of
those tax losses as a deferred tax asset instead of reducing the current tax
charge relating to 2022.
A reconciliation between the reported tax charge / (credit) and the adjusted
tax charge taking account of adjusting items as discussed in note 1(b) and 4
is shown below:
2024 2023 2023 2023
Total Continuing Discontinued Total
£'000 £'000 £'000 £'000
Reported tax charge / (credit) 1,045 807 (22) 785
Effects of:
Exceptional operating costs 203 82 107 189
Amortisation of acquired intangible assets - - 9 9
(Gain) / loss on disposal of assets (11) - 11 11
Share-based payments (139) 328 - 328
Adjusted tax charge 1,098 1,217 105 1,322
8 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.
The results of the discontinued operations, which were included in the
consolidated statement of comprehensive income and consolidated cash flow
statement, were as follows:
Really DW Total
2023 2023 2023
Statement of comprehensive income £'000 £'000 £'000
Revenue 1,787 219 2,006
Expenses (2,181) (268) (2,449)
Loss on disposal of assets (56) - (56)
Loss before tax (450) (49) (499)
Attributable tax credit / (charge) 22 - 22
Statutory loss after tax (428) (49) (477)
Add back adjusting items(1):
Exceptional operating costs 402 52 454
Amortisation of acquired intangible assets 31 - 31
Loss on disposal of assets 56 - 56
Tax relating to adjusting items(1) (115) (12) (127)
Total adjusting items(1) 374 40 414
Adjusted loss(1) attributable to discontinued operations after tax (54) (9) (63)
(1) Adjusted results exclude adjusting items, as detailed in note 1(b).
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.
There were no discontinued operations for the year ended 31 December 2024.
9 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 year. 4,044,278 shares held in the Employee Benefit Trust
(2023: 1,878,628 shares held in the Employee Benefit Trust and 4,550,179
shares held in treasury) (see note 22) 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 deferred shares and 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 year.
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:
2024 2024 2024 2023 2023 2023
Adjusted Results(1) Adjusting Statutory Results Adjusted Results(1) Adjusting Statutory Results
Items(1) Items(1)
Continuing operations (£'000) 2,783 (12,369) (9,586) 6,408 (1,081) 5,327
Profit / (loss) for the year from continuing operations
Number of shares (thousands)
Basic weighted average number of shares 146,252 146,252 146,252 143,789 143,789 143,789
Effect of dilutive securities - options - - - 8,591 8,591 8,591
Diluted weighted average number of shares 146,252 146,252 146,252 152,380 152,380 152,380
Earnings / (loss) per share from continuing
operations (pence)
Basic from continuing operations 1.9 (8.5) (6.6) 4.4 (0.7) 3.7
Fully diluted from continuing operations 1.9 (8.5) (6.6) 4.2 (0.7) 3.5
Discontinued operations (£'000) - - - (63) (414) (477)
Loss for the year from discontinued operations
Number of shares (thousands)
Basic weighted average number of shares 146,252 146,252 146,252 143,789 143,789 143,789
Effect of dilutive securities - options - - - 8,591 8,591 8,591
Diluted weighted average number of shares 146,252 146,252 146,252 152,380 152,380 152,380
Loss per share from discontinued operations (pence)
Basic from discontinued operations - - - - (0.3) (0.3)
Fully diluted from discontinued operations - - - - (0.3) (0.3)
Continuing and discontinued operations (£'000) 2,783 (12,369) (9,586) 6,345 (1,495) 4,850
Profit / (loss) for the year attributable to owners of parent
Number of shares (thousands)
Basic weighted average number of shares 146,252 146,252 146,252 143,789 143,789 143,789
Effect of dilutive securities - options - - - 8,591 8,591 8,591
Diluted weighted average number of shares 146,252 146,252 146,252 152,380 152,380 152,380
Earnings / (loss) per share from continuing and discontinued operations
(pence)
Basic earnings per share 1.9 (8.5) (6.6) 4.4 (1.0) 3.4
Fully diluted earnings per share 1.9 (8.5) (6.6) 4.2 (1.0) 3.2
(1) Adjusted results exclude adjusting items, as detailed in notes 1(b) and 4.
10 Goodwill
Group
£'000
Cost
At 1 January 2023, 31 December 2023 and 31 December 2024 81,109
Accumulated impairment
At 1 January 2023 and 31 December 2023 39,947
Impairment charge for the year 12,025
At 31 December 2024 51,972
Net book value at 31 December 2024 29,137
Net book value at 1 January 2023 and 31 December 2023 41,162
At 31 December 2024 a full impairment assessment has been carried out. An
impairment of £12,025,000 was recognised in the Xeim cash generating unit
('CGU') (2023: £nil).
Goodwill by segment
Each segment is deemed to be a CGU, being the lowest level at which cash flows
are separately identifiable. Goodwill is attributed to individual CGUs and has
historically been reviewed at the operating segment level for the purposes of
the annual impairment review as this is the level at which management monitors
goodwill. The brought forward accumulated impairment is attributed to both
Xeim and The Lawyer segments.
Xeim The Lawyer Total
£'000 £'000 £'000
At 1 January 2023 and 31 December 2023 25,188 15,974 41,162
Impairment charge for the year (12,025) - (12,025)
At 31 December 2024 13,163 15,974 29,137
Impairment testing of goodwill and acquired intangible assets
At 31 December 2024, goodwill and acquired intangible assets (see note 11)
were tested for impairment in accordance with IAS 36. In assessing whether an
impairment of goodwill and acquired intangible assets is required, the
carrying value of the segment is compared with its recoverable amount.
Recoverable amounts are measured based on value-in-use ('VIU').
The Group estimates the VIU of its CGUs using a discounted cash flow model,
which adjusts the cash flows for risks associated with the assets and
discounts these using a pre-tax rate of 13.1% (2023: 10.8%). The discount rate
used is consistent with the Group's weighted average cost of capital and is
used across all segments, which are based predominantly in the UK and
considered to have similar risks and rewards.
The key assumptions used in calculating VIU are revenue growth, margin,
adjusted(1) EBITDA growth, discount rate and the terminal growth rate. These
have been derived from a combination of experience and management's
expectations of future growth rates in the business. The Group has used the
three-year plan forecast to 2027 for the first three years of the calculation
and applied a terminal growth rate of 2.0% (2023: 2.5%) adjusted for an 18%
EBITDA miss in each of the years. This timescale and the terminal growth rate
are both considered appropriate given the nature of the Group's revenue. The
three-year plan forecast to 2027 has been prepared brand by brand on a
bottom-up basis with a focus on growing revenue, and conversely which areas of
the business will be de-prioritised. Overall the three-year plan forecast to
2027 assumes continued profit growth reflecting top line expansion in key
brands, while managing the impact of projected inflationary pressures.
Based on the above VIU analysis, an impairment of £12,025,000 has been
identified and recognised in the Group's statement of comprehensive income as
an adjusting item (note 4) in relation to the Xeim CGU. The impairment arose
due to the financial performance of the CGU compared to the budget and the
prior year, along with management's reassessment of the ongoing business
environment.
The key assumptions and variables in this plan are sensitised in isolation and
in combination. The main sensitivities applied to the key drivers are outlined
below. As required by IAS 36, these sensitivities are applied in order to
assess the effect of reasonably possible changes in the assumptions.
Sensitivity analysis has been performed on the VIU calculations, holding all
other variables constant, to:
I. apply a 10% reduction to base case forecast adjusted(1) EBITDA in each year of
the modelled cash flows. This would result in an impairment of £14,605,000 in
the Xeim CGU and headroom in The Lawyer CGU of £8,039,000.
II. apply a 2.5 percentage point increase in discount rate from 13.1% to 15.6%.
This would result in an impairment of £15,470,000 in the Xeim CGU and
headroom in The Lawyer CGU of £5,458,000.
III. reduce the terminal value growth rate from 2.0% to 1.0%. This would result in
impairment of £13,176,000 in the Xeim CGU and headroom in The Lawyer CGU of
£8,983,000.
IV. apply a combination of the above changes. This would result in an impairment
of £18,195,000 in the Xeim CGU and headroom in The Lawyer CGU of £2,269,000.
The results of the impairment assessment and sensitivities applied indicate
that no impairment to the goodwill or acquired intangible assets of The Lawyer
CGU is required for the year ended 31 December 2024.
11 Other intangible assets
Computer software Brands and publishing rights Customer relationships Separately acquired websites and content Total
£'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2023 20,621 1,380 11,321 3,216 36,538
Additions - separately acquired 1,541 - - - 1,541
Additions - internally generated 435 - - - 435
Disposals (10,464) (247) (1,904) - (12,615)
At 31 December 2023 12,133 1,133 9,417 3,216 25,899
Additions - separately acquired 640 - - - 640
Additions - internally generated 460 - - - 460
Disposals (3,475) - - - (3,475)
At 31 December 2024 9,758 1,133 9,417 3,216 23,524
Accumulated amortisation
At 1 January 2023 18,522 868 11,321 3,216 33,927
Amortisation charge for the year 931 78 - - 1,009
Disposals (10,457) (198) (1,904) - (12,559)
At 31 December 2023 8,996 748 9,417 3,216 22,377
Amortisation charge for the year 1,076 48 - - 1,124
Disposals (3,475) - - - (3,475)
At 31 December 2024 6,597 796 9,417 3,216 20,026
Net book value at 31 December 2024 3,161 337 - - 3,498
Net book value at 31 December 2023 3,137 385 - - 3,522
Net book value at 1 January 2023 2,099 512 - - 2,611
During the year, the Group performed a detailed review of the fixed asset
register which identified a number of historical fully amortised assets that
are no longer in use by the business, and therefore these assets were disposed
of in continuing operations. The disposed assets had a net book value of £nil
(2023: £nil).
Amortisation of intangible assets is included in net operating expenses in the
consolidated statement of comprehensive income. The amortisation charge in
continuing operations is £1,124,000 (2023: £977,000) and in discontinued
operations is £nil (2023: £32,000). Amortisation on acquired intangible
assets from business combinations is presented as an adjusting item in note 4
(see note 1(b) for further information). Total amortisation of £48,000 (2023:
£78,000) on such assets is all amortisation on assets in the asset group
'Brands and publishing rights'. These total amounts relate to continuing
operations £48,000 (2023: £47,000) and discontinued operations £nil (2023:
£31,000) as shown in note 4.
Other intangible assets are tested annually for impairment in accordance with
IAS 36 at a segment level by comparing the carrying value with its recoverable
amount (see note 10 for further details). No impairment was recognised in the
current year or prior year.
The Company has no intangible assets (2023: £nil).
12 Property, plant and equipment
Fixtures Computer ROU assets - property
and fittings equipment £'000 Total
£'000 £'000 £'000
Cost
At 1 January 2023 94 1,352 - 1,446
Additions - separately acquired 40 71 2,861 2,972
Disposals (64) (504) - (568)
At 31 December 2023 70 919 2,861 3,850
Additions - separately acquired - 15 - 15
Disposals - (245) - (245)
At 31 December 2024 70 689 2,861 3,620
Accumulated depreciation
At 1 January 2023 68 991 - 1,059
Depreciation charge for the year 9 170 954 1,133
Disposals (64) (504) - (568)
At 31 December 2023 13 657 954 1,624
Depreciation charge for the year 11 119 954 1,084
Disposals - (245) - (245)
At 31 December 2024 24 531 1,908 2,463
Net book value at 31 December 2024 46 158 953 1,157
Net book value at 31 December 2023 57 262 1,907 2,226
Net book value at 1 January 2023 26 361 - 387
In the current year, the Group disposed of computer equipment that is no
longer in use by the business. The disposed assets had a net book value of
£nil (2023: £nil).
Depreciation of property, plant and equipment is included in net operating
expenses in the consolidated statement of comprehensive income. The current
year depreciation charge is £1,084,000 (2023: £1,133,000).
The Company has no property, plant and equipment at 31 December 2024 (2023:
£nil).
13 Investments
Investments
in subsidiary
undertakings
Company £'000
Cost
At 1 January 2023 151,922
Additions 552
At 31 December 2023 152,474
Reduction (286)
At 31 December 2024 152,188
Accumulated impairment
At 1 January 2023 and 31 December 2023 86,393
Impairment charge for the year 21,255
At 31 December 2024 107,648
Net book value at 31 December 2024 44,540
Net book value at 31 December 2023 66,081
Net book value at 1 January 2023 65,529
Impairment testing of the investment
The carrying value of the investment represents the Company's direct ownership
of Centaur Communications Limited ('CCL'). At 31 December 2024, the investment
was tested for impairment in accordance with IAS 36. In assessing whether an
impairment of the investment is required, the carrying value of the investment
is compared with its recoverable amount. The recoverable amount is measured
based on value-in-use ('VIU'). Although the Company only has direct ownership
of CCL, CCL in turn directly or indirectly controls the rest of the Group's
subsidiaries. Therefore, the VIU of the Company's investment in CCL is
supported by the operations of the entire Group.
In the prior year, the UK's economic uncertainty throughout 2023 was
identified as an indication of impairment of the Company's investment carrying
value. Therefore, a full impairment assessment was performed. The results of
the impairment assessment and sensitivities applied indicated that no
impairment to the Company's investment in CCL was required for the year ended
31 December 2023 as the carrying value of the investment was supported by the
underlying trade of the Group.
In the current year, the UK's ongoing economic uncertainty throughout 2024 has
been identified as an indication of impairment of the Company's investment
carrying value. Therefore, a full impairment assessment has been performed.
The Group estimates the VIU using a discounted cash flow model, which adjusts
the cash flows for risks associated with the assets and discounts these using
a pre-tax rate of 13.1% (2023: 10.8%). The discount rate used is consistent
with the Group's weighted average cost of capital.
The key assumptions used in calculating VIU are revenue growth, margin,
adjusted(1) EBITDA growth, discount rate and the terminal growth rate. These
have been derived from a combination of experience and management's
expectations of future growth rates in the business. The Group has used the
three-year plan forecast to 2027 for the first three years of the calculation
and applied a terminal growth rate of 2.0% (2023: 2.5%) adjusted for an 18%
EBITDA miss in each of the years. This timescale and the terminal growth rate
are both considered appropriate given the nature of the Group's revenue. The
three-year plan forecast to 2027 has been prepared brand by brand on a
bottom-up basis with a focus on growing revenue, and conversely which areas of
the business will be de-prioritised. Overall the three-year plan forecast to
2027 assumes continued profit growth reflecting top line expansion in key
brands, while managing the impact of projected inflationary pressures.
As a result of the impairment assessment, an impairment of £21,255,000 has
been identified and recognised in the Company's statement of comprehensive
income. The remaining balance is supported by the underlying trade of the
Group.
Sensitivities are applied to each of the key assumptions and variables in
isolation and in combination. As required by IAS 36, these sensitivities are
applied in order to assess the effect of reasonably possible changes in the
assumptions.
Sensitivity analysis has been performed on the VIU calculations, holding all
other variables constant, to:
I. apply a 10% reduction to base case forecast adjusted(1) EBITDA in each year of
the modelled cash flows. This would result in an impairment of £26,545,000.
II. apply a 2.5 percentage point increase in discount rate from 13.1% to 15.6%.
This would result in an impairment of £29,992,000.
III. reduce the terminal value growth rate from 2.0% to 1.0%. This would result in
impairment of £24,172,000.
IV. apply a combination of the above changes. This would result in an impairment
of £35,906,000.
The reduction of £286,000 related to share-based payment credits recharged to
the Company's subsidiaries in the current year due to forfeitures and lower
vesting estimates. Additions of £552,000 in the prior year related to capital
contributions for share-based payments recharged to the Company's
subsidiaries.
The Group liquidated the following subsidiary during the current year:
Name Proportion of ordinary shares and voting rights held (%) Principal activities Country of incorporation Date of closure
Market Makers Incorporated Limited 100 Dormant United Kingdom 14 January 2024
At 31 December 2024, the Group has control over the following subsidiaries:
Name Proportion of ordinary shares and voting rights held (%) Principal activities Country of incorporation
Centaur Communications Limited (1) 100 Holding company and agency services United Kingdom
Centaur Media USA Inc.(2) 100 Digital information services United States
E-consultancy LLC (2) 100 Holding company United States
Centaur Communications Holdings Limited (formerly E-consultancy.com Limited) 100 Digital information services United Kingdom
TheLawyer.com Limited 100 Digital information services United Kingdom
Xeim Limited 100 Digital information services United Kingdom
(1) Directly owned by Centaur Media Plc.
(2) Registered address is 244 Fifth Avenue, Suite 1297, New York, NY 10001,
USA. Functional currency is USD.
The registered address of all subsidiary companies, except for those
identified above, is 10 York Road, London, SE1 7ND, United Kingdom. The
functional currency of all subsidiaries is GBP except for those identified
above. The consolidated financial information incorporates the financial
information of all entities controlled by the Company at 31 December 2024.
14 Deferred tax
The movement on the deferred tax account for the Group is shown below:
Accelerated Other Tax Total
capital temporary losses £'000
allowances differences £'000
£'000 £'000
Net asset at 1 January 2023 280 683 690 1,653
Adjustments in respect of prior periods (115) (1) 1,872 1,756
Recognised in the consolidated statement of comprehensive income (396) 173 (948) (1,171)
Recognised in the consolidated statement of changes in equity - (292) - (292)
Net asset at 31 December 2023 (231) 563 1,614 1,946
Adjustments in respect of prior periods 41 (1) (6) 34
Recognised in the consolidated statement of comprehensive income (70) (359) (498) (927)
Recognised in the consolidated statement of changes in equity - (60) - (60)
Net asset at 31 December 2024 (260) 143 1,110 993
Deferred tax assets and liabilities are only offset where there is a legally
enforceable right of offset and there is an intention to settle the balances
net.
2024 2023
£'000 £'000
Deferred tax assets 1,253 2,177
Deferred tax liabilities (260) (231)
993 1,946
At the year end, the Group has unused tax losses of £4,438,000 (2023:
£6,454,000) available for offset against future profits. A deferred tax asset
of £1,110,000 (2023: £1,614,000) has been recognised in respect of
£4,438,000 (2023: £6,454,000) of such tax losses.
The Group has concluded that the deferred tax asset will be recoverable using
the estimated future taxable profit based on the three-year plan forecast to
2027. This forecast was used in the impairment assessments performed for
goodwill and investments. Refer to notes 10 and 13 for further details. The
Group generated taxable profits in 2024 and is expected to continue to
generate taxable profits from 2025 onwards. The losses can be carried forward
indefinitely and have no expiry date as long as the companies that have the
losses continue to trade.
The Company has deferred tax assets on share options under long-term incentive
plans and unused tax losses totalling £844,000 at 31 December 2024 (2023:
£1,082,000).
Deferred tax assets and liabilities are expected to be materially utilised
after 12 months.
Note 2024 2023 2024 2023
Group Group Company Company
£'000 £'000 £'000 £'000
Amounts falling due within one year
Trade receivables 26 2,827 3,744 - -
Less: expected credit loss 26 (97) (188) - -
Trade receivables - net 2,730 3,556 - -
Other receivables 255 126 20 23
Prepayments 1,189 1,107 107 113
Accrued income 479 300 - -
4,653 5,089 127 136
2024 2023 2024 2023
Group Group Company Company
£'000 £'000 £'000 £'000
Amounts falling due after one year
Other receivables 4 166 4 4
Receivable from Employee Benefit Trust - - - 875
4 166 4 879
The receivable from Employee Benefit Trust was unsecured, had no fixed due
date and did not bear interest.
Other receivables falling due within one year include £162,000 (2023:
£162,000 falling due after one year) in relation to a deposit on the London
property lease which is fully refundable at the end of the lease term.
16 Cash and cash equivalents
2024 2023
Group Group
£'000 £'000
Cash at bank and in hand 928 1,996
The Company had no cash and cash equivalents at 31 December 2024 (2023:
£nil).
17 Short-term deposits
2024 2023
Group Group
£'000 £'000
Short-term deposits 8,000 7,500
The fixed term for these deposits is four months (2023: four months). Interest
for these short-term deposits is paid on maturity. Refer to note 6 for further
detail.
18 Trade and other payables
2024 2023 2024 2023
Group Group Company Company
£'000 £'000 £'000 £'000
Trade payables 315 1,198 - -
Payables to subsidiaries - - 14,303 49,056
Accruals 5,185 5,713 1,004 988
Social security and other taxes 592 1,003 - -
Other payables 585 675 3 3
6,677 8,589 15,310 50,047
2024 2023 2024 2023
Group Group Company Company
£'000 £'000 £'000 £'000
Amounts falling due after one year
Payable from Employee Benefit Trust - - 4 -
- - 4 -
Payables to subsidiaries are unsecured, have no fixed date of repayment and
bear interest at an annual rate of 6.95% (2023: 7.44%).
The Directors consider that the carrying amount of the trade payables
approximates their fair value.
19 Lease liabilities
The lease liability reflected below relates to a property lease, for which a
corresponding right-of-use ('ROU') asset is held on the consolidated statement
of financial position within property, plant and equipment and detailed in
note 12.
2024 2023
Group Group
£'000 £'000
At 1 January 1,977 -
Addition of lease liability - 2,861
Interest expense 55 89
Cash outflow - lease payments (1,007) (973)
At 31 December 1,025 1,977
Current 1,025 952
Non-current - 1,025
At 31 December 1,025 1,977
The Group had one lease agreement in place during the current and prior year.
In prior year, a new lease agreement was entered into with a commencement date
of 1 January 2023, and therefore a lease liability and corresponding ROU asset
was recognised on 1 January 2023. This lease has a term of three years until
31 December 2025, with lease payments/cash outflows of £973,000 for the first
year of the lease term, increasing by 3.5% annually thereafter.
20 Deferred income
2024 2023
Group Group
£'000 £'000
Deferred income 8,205 8,352
Deferred income arises on contracts with customers where revenue recognition
criteria has not yet been met. See note 1(d) for further details. During the
year ended 31 December 2024, £8,337,000 (2023: £8,824,000) of the deferred
income balance of £8,352,000 at 31 December 2023 (£8,885,000 at 31 December
2022) was recognised as revenue in the consolidated statement of comprehensive
income.
21 Current tax assets
2024 2023
Group Group
£'000 £'000
Corporation tax receivables 36 379
The Company had no corporation tax receivables or payables at 31 December 2024
(2023: £nil).
22 Equity
Ordinary shares of 10 pence each Nominal value Number of shares
£'000
Authorised share capital - Group and Company
At 1 January 2023, 31 December 2023 and 31 December 2024 20,000 200,000,000
Issued and fully paid share capital - Group and Company
At 1 January 2023, 31 December 2023 and 31 December 2024 15,141 151,410,226
Deferred shares reserve
The deferred shares reserve represents 800,000 (2023: 800,000) deferred shares
of 10 pence each, which carry restricted voting rights and have no right to
receive a dividend payment in respect of any financial year.
Reserve for shares to be issued
The reserve for shares to be issued is in respect of equity-settled
share-based payment plans. The movements in the reserve for shares to be
issued represent the total charges / (credits) for the year relating to
equity-settled share-based payment transactions with employees as accounted
for under IFRS 2 less transfers from this reserve to retained earnings for
shares exercised or lapsed during the year.
Own shares reserve
The own shares reserve represents the value of shares held as treasury shares
and in the Employee Benefit Trust. At 31 December 2024, 4,044,278 (2023:
1,878,628) 10p ordinary shares are held in the Employee Benefit Trust and no
shares are held in treasury (2023: 4,550,179 10p ordinary shares).
During 2024, 4,550,179 shares were transferred out of treasury to the Employee
Benefit Trust in order to meet future obligations arising from share-based
rewards to employees. The shares were transferred from treasury at the
historical weighted average cost of £4,135,000 (90.9p per share) and acquired
by the Employee Benefit Trust at the market value of £1,501,000 (33.0p per
share). The difference between the historical weighted average cost and the
market value of £2,634,000 has been eliminated on consolidation.
The Employee Benefit Trust issued 2,384,529 (2023: 1,887,510) shares to meet
obligations arising from share-based rewards to employees that had vested and
were exercised in the current year (2023: vested and exercised in 2023). The
shares were issued at a historical weighted average cost of 40.3 pence (2023:
67.6 pence) per share. The total cost of £960,000 (2023: £1,276,000) has
been recognised as a reduction in the own shares reserve in other reserves in
equity.
During the prior year, the Employee Benefit Trust purchased 653,354 ordinary
shares in order to meet future obligations arising from share-based rewards to
employees. The shares were acquired at an average price of 49.4p per share.
The total cost of £322,000 has been recognised in the own shares reserve in
equity.
23 Share-based payments
The Group's share-based payment (credit) / expense for the year:
2024 2023
£'000 £'000
Share-based payment (credit) / expense (419) 1,095
The share-based payment (credit) / expense is presented as an adjusting item
in note 4 (see note 1(b) for further information) and is included in net
operating expenses in the consolidated statement of comprehensive income.
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. £130,000 was credited
to the consolidated statement of comprehensive income in relation to
employer's NI on share-based payment plans (2023: £146,000 expense) and
included in accruals on the consolidated statement of financial position.
The credit in the current year 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.
Long-Term Incentive Plan
The Group operates a Long-Term Incentive Plan ('LTIP') for Executive Directors
and selected senior management. This is an existing incentive policy and was
approved by shareholders at the 2016 AGM. Full details on how the plan
operates are included in the Remuneration Report.
During the year LTIP awards were granted to Executive Directors and selected
senior management. Details of the performance conditions of these awards are
disclosed in the Remuneration Report.
A reconciliation of the movements in LTIP awards is shown below.
2024 2023
Number of awards
At 1 January 7,592,527 7,334,737
Granted 4,594,478 2,579,381
Exercised (2,384,529) (1,887,510)
Forfeited (3,070,526) (434,081)
Expired (51,266) -
At 31 December 6,680,684 7,592,527
Exercisable at 31 December - -
Weighted average share price at date of exercise (pence) 36.89 37.44
The awards granted during the year were priced using the following models 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) 19.43 20.19
Vesting date 22.03.2027 22.03.2027(1)
Exercise price (pence) - -
Expected volatility (%) 24.00 30.39
Expected dividend yield (%) - -
Risk free interest rate (%) 4.08 4.30
Valuation model used Stochastic Stochastic
(1) Except for LTIPs issued to Executive Directors with a vesting date of
09.05.2027.
Options exercised during the year related to the 2021 LTIP awards that vested
during the year (2023: 2020 LTIP awards).
Options forfeited during the year were due to the participants leaving before
the vesting date of the options.
Options that expired during the year were not exercised by participants before
the expiration date and hence lapsed (2023: nil).
The share awards outstanding at 31 December 2024 had a weighted average
exercise price of £nil (2023: £nil) and a weighted remaining life of 1.4
years (2023: 1.2 years).
Deferred Share Bonus Plan
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 their
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. Further details on
how the plan operates is included in the Remuneration Report.
A reconciliation of the movements in DSBP awards is shown below.
2024 2023
Number of awards
At 1 January and 31 December 60,593 60,593
Exercisable at 31 December - -
Weighted average share price at date of exercise (pence) - -
No options were granted during the current and prior year. 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.
No options were exercised, forfeited or expired during the current and prior
year.
The share awards outstanding at 31 December 2024 had a weighted average
exercise price of £nil (2023: £nil) and a weighted remaining life of 0.2
years (2023: 1.2 years).
Share Incentive Plan
The Centaur Media Plc Share Incentive Plan (the 'SIP') is an HMRC approved
Tax-Advantaged plan, which provides employees with the opportunity to purchase
shares in the Company. This plan is open to all employees who have been
employed by the Group for more than three months. Employees may invest up to
£1,800 per annum (or 10% of their salary if less) in ordinary shares in the
Company, which are held in trust. The shares are purchased in open market and
are held in trust for each employee. The shares can be withdrawn with tax paid
at any time, or tax-free after five years. The Group matches the contribution
with a ratio of one share for every two purchased. Other than continuing
employment, there are no other performance conditions attached to the plan.
The Executive Directors are eligible to participate in the Share Incentive
Plan, as are all employees of the Group.
2024 2023
Number of matching shares
Outstanding at 1 January 90,283 75,908
Awarded 27,839 19,752
Forfeited (1,378) (4,941)
Sold (1,865) (436)
Outstanding at 31 December 114,879 90,283
24 Dividends
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
Interim dividend for 2023: 0.6 pence per 10 pence ordinary share - 870
Final dividend for 2023: 1.2 pence per 10 pence ordinary share 1,743 -
Interim dividend for 2024: 0.6 pence per 10 pence ordinary share 884 -
2,627 8,916
An interim dividend for the six months ended 30 June 2024 of £884,000 (0.6
pence per ordinary share) was paid on 25 October 2024 to all ordinary
shareholders on the register as at close of business on 11 October 2024.
A final dividend for the year ended 31 December 2024 of £1,768,000 (1.2 pence
per ordinary share) is proposed by the Directors and, subject to shareholder
approval at the Annual General Meeting, will be paid on 23 May 2025 to all
ordinary shareholders on the register at the close of business on 9 May 2025.
The interim and final dividends together resulted in a total dividend
pertaining to 2023 of £2,613,000.
During the current year, the Company received a dividend of £40,000,000 from
Centaur Communications Limited. No dividends were received in the prior year.
25 Notes to the cash flow statement
Reconciliation of (loss) / profit for the year to cash generated from
operating activities:
Note 2024 2023 2024 2023
Group Group Company Company
£'000 £'000 £'000 £'000
(Loss) / profit for the year (9,586) 4,850 15,904 (4,521)
Adjustments for:
Taxation charge / (credit) 7 1,045 785 (900) (1,871)
Finance income 6 (318) (266) - -
Finance costs 6 150 245 1,064 3,538
Depreciation of property, plant and equipment 12 1,084 1,133 - -
Amortisation of intangible assets 11 1,124 1,009 - -
Impairment of goodwill 10 12,025 - - -
(Gain) / loss on disposal of assets 4,11 (44) 56 - -
Impairment of investment 13 - - 21,255 -
Share-based payment (credit) / expense 23 (419) 1,095 (143) 534
Unrealised foreign exchange differences (14) 29 - -
Changes in working capital:
Decrease in trade and other receivables 583 25 881 311
(Decrease) / increase in trade and other payables (1,537) (1,125) (35,282) 11,094
Decrease in deferred income (147) (533) - -
Cash generated from operating activities 3,946 7,303 2,779 9,085
Reconciliation of movements of liabilities and associated assets to cash flows
arising from financing activities:
Note Group and Company Group
Net borrowings Lease
£'000 liability
£'000
At 1 January 2023 58 -
Changes from financing cash flows:
Finance costs paid 6 73 -
Extension fee on revolving credit facility 26 20 -
Repayment of obligations under finance leases 19 - 973
93 973
Other changes:
Finance costs 6 (106) (89)
Addition of lease liability 19 - (2,861)
Extension fee on revolving credit facility 26 (20) -
(126) (2,950)
Balance at 31 December 2023 25 (1,977)
Changes from financing cash flows:
Finance costs paid 6 71 -
Extension fee on revolving credit facility 26 20 -
Repayment of obligations under finance leases 19 - 1,007
91 1,007
Other changes:
Finance costs 6 (94) (55)
(94) (55)
Balance at 31 December 2024 22 (1,025)
Net borrowings is comprised of a loan arrangement fee debtor of £25,000
(2023: £28,000) presented within other receivables and a commitment fee
creditor of £3,000 presented within other payables (2023: £3,000). The
movements of this asset and liability together give rise to cash flows from
financing activities relating to the £10m revolving credit facility.
26 Financial instruments and financial risk management
Financial risk management
The Board has overall responsibility for the determination of the Group's risk
management policies. The Board receives monthly reports from the Chief
Financial Officer through which it reviews the effectiveness of policies and
processes put in place to manage risk. The Board sets policies that reduce
risk as far as possible without unduly affecting the operating effectiveness
of the Group.
The Group's activities expose it to a variety of financial risks, including
interest rate risk, credit risk, liquidity risk, capital risk and currency
risk. Of these, credit risk and liquidity risk are considered the most
significant. This note presents information about the Group's exposure to each
of the above risks.
Categories of financial instruments
Details of the material 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).
All financial assets and liabilities are measured at amortised cost.
Note 2024 2023
£'000 £'000
Financial assets
Cash and cash equivalents 16 928 1,996
Short-term deposits 17 8,000 7,500
Trade receivables - net 15 2,730 3,556
Other receivables 15 259 292
11,917 13,344
Financial liabilities
Lease liability 19 1,025 1,977
Trade payables 18 315 1,198
Accruals 18 5,185 5,713
Other payables 18 585 675
7,110 9,563
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. The carrying
amount of financial assets recorded in the financial information, which is net
of impairment losses, represents the Group's maximum exposure to credit risk
in relation to financial assets. Credit risk is managed on a Group basis. The
Group does not consider that it is subject to any significant concentrations
of credit risk.
Trade receivables
Trade receivables consist of a large number of customers, of varying sizes and
spread across diverse industries and geographies. The Group does not have
significant exposure to credit risk in relation to any single counterparty or
group of counterparties having similar characteristics. The Group's exposure
to credit risk is influenced predominantly by the circumstances of individual
customers as opposed to industry or geographic trends.
The business assesses the credit quality of customers based on their financial
position, past experience and other qualitative and quantitative factors. The
Group's policy requires customers to pay in accordance with agreed payment
terms, which are generally 30 days from the date of invoice. Under normal
trading conditions, the Group is exposed to relatively low levels of risk and
potential losses are mitigated as a result of a diversified customer base and
the requirement for events and certain premium content subscription invoices
to be paid in advance of service delivery.
The credit control function within the Group's finance department monitors the
outstanding debts of the Group and trade receivable balances are analysed by
the age and value of outstanding balances.
Any trade receivable balance which is objectively determined to be
uncollectible is written off the ledger, with a charge taken through the
consolidated statement of comprehensive income. The Group also records an
allowance for the lifetime expected credit loss on its trade receivables
balances under the simplified approach as mandated by IFRS 9. The impairment
model for trade receivables, under IFRS 9, requires the recognition of
impairment provisions based on expected lifetime credit losses rather than
only incurred ones. All balances are reviewed with those greater than 90 days
past due considered to carry a higher level of credit risk. Refer to note
1(m)(ii) for further details on the approach to allowance for expected credit
losses on trade receivables.
The allowance for expected lifetime credit losses, and changes to it, are
taken through administrative expenses in the consolidated statement of
comprehensive income.
The ageing of trade receivables according to their original due date is
detailed below:
2024 2024 2023 2023
Gross Provision Gross Provision
£'000 £'000 £'000 £'000
Not due 1,973 (5) 2,656 (4)
0-30 days past due 437 (3) 390 (2)
31-60 days past due 60 (1) 138 (2)
61-90 days past due 39 (1) 82 (2)
Over 90 days past due 318 (87) 478 (178)
2,827 (97) 3,744 (188)
In making the assessment that unprovided trade receivables are not impaired,
the Directors have considered the quantum of gross trade receivables which
relate to amounts not yet included in income, including amounts in deferred
income and amounts relating to VAT. The credit quality of trade receivables
not impaired has been assessed as acceptable.
The movement in the allowance for expected credit losses on trade receivables
is detailed below:
2024 2024 2024 2023 2023 2023
Continuing Discontinued Total Continuing Discontinued Total
Group Group Group Group Group Group
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 127 61 188 405 132 537
Utilised (111) (61) (172) (167) (66) (233)
Additional provision charged to the statement of comprehensive income 81 - 81
Release - - - (106) (5) (111)
Exchange differences - - - (5) - (5)
Balance at 31 December 97 - 97 127 61 188
The Group's policy requires customers to pay in accordance with agreed payment
terms which are generally 30 days from the date of invoice or in the case of
live events related revenue no less than 30 days before the event. All credit
and recovery risk associated with trade receivables has been provided for in
the consolidated statement of financial position. The Group's policy for
recognising an impairment loss is given in note 1(m)(ii). Impairment losses
are taken through administrative expenses in the consolidated statement of
comprehensive income.
The Directors consider the carrying value of trade and other receivables
approximates to their fair value.
Cash and cash equivalents and short-term deposits
Banks and financial institutions are independently rated by credit rating
agencies. We choose only to deal with those with a minimum 'A' rating. We
determine the credit quality for cash and cash equivalents and short-term
deposits to be strong.
Other receivables
Other receivables are neither past due nor impaired. These are primarily made
up of sundry receivables, including employee-related debtors and receivables
in respect of distribution arrangements.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group manages liquidity risk by
maintaining adequate reserves and working capital credit facilities, and by
continuously monitoring forecast and actual cash flows. Since March 2021, the
Group has had a multi-currency revolving credit facility with NatWest. The
facility consists of a committed £10m facility and an additional uncommitted
£15m accordion option, both of which can be used to cover the Group's working
capital and general corporate needs. In February 2024, the Group took the
option to extend the facility for one year and the facility now runs to 31
March 2026. As at 31 December 2024, the Group had cash of £928,000 (2023:
£1,996,000) and short-term deposits of £8,000,000 (2023: £7,500,000) with a
full undrawn loan facility of £25,000,000 (2023: full undrawn loan facility
of £25,000,000).
The following tables detail the financial maturity for the Group's financial
liabilities:
Book value Fair value Less than 2-5 years
£'000 £'000 1 year £'000
£'000
At 31 December 2024
Financial liabilities
Interest bearing 1,025 1,025 1,025 -
Non-interest bearing 6,085 6,085 6,085 -
7,110 7,110 7,110 -
At 31 December 2023
Financial liabilities
Interest bearing 1,977 1,977 952 1,025
Non-interest bearing 7,586 7,586 7,586 -
9,563 9,563 8,538 1,025
The Directors consider that book value is materially equal to fair value.
The book value of primary financial instruments approximates to fair value
where the instrument is on a short maturity or where they bear interest at
rates that approximate to the market.
The following table details 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 Borrowings*
*Borrowings are purely in relation to the Group's revolving credit facility
which is discussed above. The amount drawn down from this facility at 31
December 2024 was £nil (2023: £nil).
All trade and other payables are due for payment in one year or less, or on
demand.
Interest rate risk
The Group's financial assets are not significant interest-bearing assets. The
Group is exposed to interest rate risk when it borrows funds at floating
interest rates through its revolving credit facility. Borrowings issued at
variable rates expose the Group to cash flow interest rate risk. The Group
evaluates its risk appetite towards interest rate risks regularly to manage
interest rate risk in relation to its revolving credit facility if deemed
necessary.
The Group did not enter any hedging transactions during the current or prior
year and as at 31 December 2024 the only floating rate to which the Group was
exposed was SONIA. The Group's exposure to interest rates on financial assets
and financial liabilities is detailed in the liquidity risk section of this
note.
Interest rate sensitivity
The Group has not drawn down from its revolving credit facility in the current
year or prior year therefore a sensitivity analysis has not been performed.
Capital risk
The Group manages its capital to ensure that all entities in the Group will be
able to continue as a going concern while maximising return to shareholders,
as well as sustaining the future development of the business.
The capital structure of the Group consists of net cash, which includes cash
and cash equivalents (note 16), short-term deposits (note 17) and equity
attributable to the owners of the parent, comprising issued share capital
(note 22), other reserves and retained earnings. The Board also considers the
levels of own shares held for employee share plans and the ability to issue
new shares for acquisitions, in managing capital risk in the business.
Since March 2021, the Group has benefited from its banking facility with
NatWest, which featured a committed £10m facility and an additional
uncommitted £15m accordion option, both of which can be used to cover the
Group's working capital and general corporate needs. In February 2024, the
Group took the option to extend the facility for one year and the facility now
runs to 31 March 2026. Interest is calculated on SONIA plus a margin dependent
on the Group's net leverage position, which is re-measured quarterly in line
with covenant testing. The Group's borrowings are subject to financial
covenants tested quarterly. The principal financial covenants under the
facility are that the ratio of net debt to EBITDA shall not exceed 2.5:1 and
the ratio of EBITDA to net finance charges shall not be less than 4:1. At no
point during the current year or prior year did the Group breach its
covenants.
Currency risk
Substantially all the Group's net assets are in the United Kingdom. Most of
the revenue and profits are generated in the United Kingdom and consequently
foreign exchange risk is limited. The Group continues to monitor its exposure
to currency risk, particularly as the business expands into overseas
territories such as North America, however the results of the Group are not
currently considered to be sensitive to movements in currency rates.
27 Pension schemes
The Group contributes to individual and collective money purchase pension
schemes in respect of Directors and employees once they have completed the
requisite period of service. The charge for the year in respect of these
defined contribution schemes is shown in note 5. Included within other
payables is an amount of £91,000 (2023: £90,000) payable in respect of the
money purchase pension schemes.
28 Capital commitments
At 31 December 2024, the Group has no capital commitments (2023: £nil).
29 Related party transactions
Group
Key management compensation is disclosed in note 5. There were no other
material related party transactions for the Group in the current or prior
year.
Company
The Company had the following transactions with subsidiaries and related
parties during the year.
i) Interest
During the year, interest was recharged from subsidiary companies as follows:
2024 2023
£'000 £'000
Net interest payable 969 3,432
There were no borrowings at the end of the year (2023: £nil).
The balances outstanding with subsidiary companies are disclosed in note 18.
ii) Dividends
During the current year, the Company received a dividend of £40,000,000 from
its subsidiary, Centaur Communications Limited. No dividends were received in
the prior year.
iii) Employee Benefit Trust
The assets and liabilities of the Employee Benefit Trust are comprised in the
consolidated statement of financial position. Transactions between the
Employee Benefit Trust and the Company are detailed in notes 22 and 23.
Details of the Company's payable from the Employee Benefit Trust is in note
18.
There were no other material related party transactions for the Company in the
current or prior year.
Audit exemption
For the year ended 31 December 2024, the Company has provided a guarantee
pursuant to sections 479A-C of Companies Act 2006 over the liabilities of the
following subsidiaries and, as such, they are exempt from the requirements of
the Act relating to the audit of individual financial statements, or
preparation of individual financial statements, as appropriate, for this
financial year. No provision has been recognised in the Company relating to
this guarantee as the subsidiaries are all in a net asset position and hence
management consider there is only a remote chance of the Company being
required to make payments under the guarantee.
Name Company number Outstanding liabilities
£'000
Centaur Communications Limited 01595235 14,836
Centaur Communications Holdings Limited 04047149 204
TheLawyer.com Limited 11491880 3,435
Xeim Limited 05243851 6,846
See note 13 for changes to subsidiary holdings during the year.
30 Events after the reporting date
No material events have occurred after the reporting date.
FIVE YEAR RECORD (UNAUDITED)
2020* 2021* 2022* 2023 2024
Revenue (£m) 32.4 39.1 38.4 37.3 35.1
Operating (loss) / profit (£m) (2.3) 1.6 3.5 6.1 (8.7)
Adjusted operating (loss) / profit (£m) - 3.2 4.9 7.6 3.7
Adjusted operating (loss) / profit margin - 8% 13% 20% 10%
(Loss) / profit before tax (£m) (2.6) 1.4 3.5 6.1 (8.5)
Adjusted (loss) / profit before tax (£m) (0.3) 3.0 4.9 7.6 3.9
Adjusted diluted EPS (pence) 0.3 1.9 2.5 4.2 1.9
Ordinary dividend per share (pence) 0.5 1.0 1.1 1.8 1.8
Special dividend per share (pence) - - 5.0 - -
Net operating cash flow (£m) 2.1 9.5 8.4 5.8 4.1
Average permanent headcount (FTE) 282 264 237 233 210
Revenue per head (£'000) 115 148 162 160 167
Revenue from continuing operations by type Re-presented(1) Re-presented(1) Re-presented(1) Re-presented(1) 2024
2020* 2021* 2022* 2023 £m
£m £m £m £m
Premium Content 13.2 12.9 14.7 15.2 14.5
Learning and Development 5.3 8.8 9.4 10.1 10.7
Advisory 3.2 3.8 5.0 4.7 2.9
Marketing Services 2.9 3.3 - - -
Events 2.5 3.8 4.6 3.9 4.1
Other revenue 5.3 6.5 4.7 3.4 2.9
32.4 39.1 38.4 37.3 35.1
(1) 2020-2023 have been re-presented to reflect the disclosure of revenue by
type in note 2. See note 1(a) and 2 for further information on the
re-presentation.
Other 2020* 2021* 2022* 2023 2024
£m £m £m £m £m
Goodwill and other intangible assets 46.1 44.2 43.8 44.7 32.6
Other assets and liabilities (7.2) (10.2) (11.0) (9.1) (9.0)
Net assets before net cash 38.9 34.0 32.8 35.6 23.6
Net cash 8.3 13.1 16.0 9.5 8.9
Total equity 47.2 47.1 48.8 45.1 32.5
* 2020 - 2021 have not been re-presented with regards to discontinued
operations relating to the closure of the Really B2B and Design Week brands in
2023. 2022 was re-presented for discontinued operations in line with the
comparatives disclosed in the 2023 financial statements.
Directors, Advisers and Other Corporate Information
Company registration number
04948078
Incorporated / domiciled in
England and Wales
Registered office
10 York Road
London
SE1 7ND
United Kingdom
Directors
Colin Jones (Chair, resigned 28 October 2024)
Martin Rowland (Chair, appointed 28 October 2024, Executive Chair, appointed 1
January 2025)
Swagatam Mukerji (Chief Executive Officer, resigned 11 December 2024)
Simon Longfield (Chief Financial Officer)
William Eccleshare
Carol Hosey
Leslie-Ann Reed
Richard Staveley (resigned 28 October 2024)
Company Secretary
Helen Silver (resigned 15 May 2024)
Ciara Galbraith (appointed 15 May 2024)
Simon Longfield (appointed 11 February 2025)
Independent Auditor
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Registrars
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Farnham
Surrey
GU9 7XX
External Lawyers
Dechert LLP
160 Queen Victoria Street
London
EC4V 4QQ
Brokers
Singer Capital Markets
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