REG - Future PLC - Half Year Results
18/05/2022 07:00
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RNS Number : 9062L Future PLC 18 May 2022
18 May 2022
FUTURE plc
2022 HALF YEAR RESULTS
Continued strong financial and operational results, guidance reaffirmed with
acquisition providing a modest upgrade
Future plc (LSE: FUTR, "Future", "the Group"), the global platform for
specialist media, today publishes its results for the half year ended 31 March
2022.
Highlights
Financial results for the half year ended 31 March 2022
Adjusted results(1) HY 2022 HY 2021 Var
Adjusted operating profit (£m) 134.5 89.2 +51%
Adjusted operating profit margin (%) 33 33 -
Adjusted diluted EPS (p) 81.3 65.4 +24%
Statutory results HY 2022 HY 2021 Var
Revenue (£m) 404.3 272.6 +48%
Operating profit (£m) 88.4 59.7 +48%
Profit before tax (£m) 81.0 56.9 +42%
Cash generated from operations (£m) 138.1 85.9 +61%
Diluted EPS (p) 51.7 40.7 +27%
Financial highlights
● H1 revenue up 48% to £404.3m (HY 2021: £272.6m), reflecting a
combination of continued organic(2) growth and contribution from acquisitions,
with organic(2) growth of 4% in the half, and average(10) of the two
half-years of 13%. Media organic(2) growth was 5% in the half, a pleasing
performance given the prior year benefit from COVID (up 18% on average for the
two half-years(10)) driven by a strong digital advertising organic(2) growth
of 10%.
● Excellent H1 results with adjusted operating profit(1) up 51% to
£134.5m (HY 2021: £89.2m), and statutory operating profit up 48% to £88.4m
(HY 2021: £59.7m).
● Future's platform effect continues to deliver, with an improvement in
adjusted operating profit(1) margin to 33%, an expansion of 1% over full year
FY 2021 of 32% (HY 2021: 33%) absorbing the material inflationary pressures in
H1 2022 and initial dilutive impact of acquisitions.
● The Group remains highly cash generative with adjusted free cash
flow(3) of £137.8m (HY 2021: £93.9m), representing 102% of adjusted
operating profit(1) (HY 2021: 105%). Cash generated from operations was
£138.1m (HY 2021: £85.9m).
● Leverage(4) of 1.46x (FY 2021: 0.8x and down from 1.9x following the
Dennis acquisition on 1 October). This reflects continued rapid de-levering,
resulting in net debt(9) at the end of the half year of £388.7m (FY 2021:
£176.3m). In May 2022, we extended our RCF facilities by £100m, with total
facilities of £690m.
Operational and strategic highlights
● Driving organic revenue growth through expansion of audience in
existing and new content verticals. Our leadership position means that we are
able to deliver premium monetisation and growth, despite organic online
audience declines of 10% largely due to Covid comparators and demonstrating
the resilience of the model through economic cycles. Highlights in the first
half include:
○ US audience reach increased by 2ppt year-on-year to 35% (HY 2021:
33%), on track to achieve our aim of reaching 1 in 2 in the US in the mid
term.
○ Future's consumer technology portfolio is the market leader in the
US and UK (source: ComsCore).
○ Future's newest high growth verticals have shown positive momentum,
notably in our US reach (source: ComsCore):
■ Women's Beauty & Fashion portfolio is gaining momentum with
MarieClaire featuring in the top 10 in the US and Canada.
■ Homes is now inside the top ten websites in the category, up from
#19 in March 2021.
○ Strategic traction in our latest content vertical Wealth & Savings
with the addition of acquired brands including Kiplinger and The Money Week
and the fast growth of The Money Edit, our organic launch.
● Creating value from acquisitions with 4 acquisitions announced
since October 2021, adding capability in data, video and subscribers, while
helping to enable leadership positions in Women's Lifestyle and Wealth
content. We have allocated over £400m of capital while remaining disciplined
in approach to leverage.
● Our Future, Our Responsibility - our ESG strategy - was launched in
December 2021 and we are making good progress against our ambition.
Outlook
● A modest upgrade to our FY 2022 guidance, which reflects:
○ Ongoing resilience of the underlying business, despite the
inflationary backdrop with the Group on track to deliver year-on-year margin
progression as previously anticipated
○ A return to positive audience momentum in H2
○ Benefit of the recent acquisition of WhoWhatWear
● Longer-term, we are confident that our diversified strategy will
continue to deliver significant value for shareholders, with our investment in
new content verticals and capabilities underpinning our growth ambitions.
Zillah Byng-Thorne, Future's Chief Executive, said:
"Our strategy is underpinned by our diversified revenues, our global reach and
the platform effect we generate. Through the continued execution of our
strategy, we have delivered robust year-on-year growth despite an inflationary
environment and prior year comparators enhanced by the impact of COVID-19.
"The strength of our specialist, trusted content continues to attract a high
value audience, making us a partner of choice for advertisers. Our newest
verticals, including Homes, Women's Beauty & Fashion, and Wealth &
Savings have performed well and generated strong brand awareness. Furthermore,
our US-first mindset continues to bear fruit, and we see vast growth potential
as we aim to reach 1 in 2 users online in the US.
"In what has been a busy period, we were delighted to acquire and complete the
integration of Dennis, and to acquire WhatCulture.com and Waive, which add
incremental value. We also look forward to bringing our latest acquisition,
WhoWhatWear, into the Group, which enhances our leadership position in the
Women's vertical.
"We are pleased to be on track to deliver another strong full-year of
profitable growth despite the wider macroeconomic outlook. Looking ahead, we
enter H2 with positive momentum and growing audience numbers, which further
underpins our confidence for the remainder of FY 2022."
Presentation
A live webcast of the analyst presentation will be available at 09.00 am (UK
time) today at
https://stream.brrmedia.co.uk/broadcast/62603bcf67e322082fa859c5#
(https://stream.brrmedia.co.uk/broadcast/62603bcf67e322082fa859c5)
A copy of the presentation will be available on our website at:
https://www.futureplc.com/investor-results/
A recording of the webcast will also be made available.
The definitions below apply throughout the document.
1) Adjusted results are adjusted to exclude share-based payments (relating to
equity settled share awards with vesting periods longer than 12 months) and
associated social security costs, exceptional items, amortisation of
intangible assets arising on acquisitions and any related tax effects.
2) Organic growth defined as the like for like portfolio excluding
acquisitions and disposals made during HY 2021 and HY 2022 and including the
impact of closures and new launches at constant FX rates. Constant FX rates is
defined as the average rate for HY 2022.
3) Adjusted free cash flow is defined as adjusted operating cash inflow less
capital expenditure. Capital expenditure is defined as cashflows relating to
the purchase of property, plant and equipment and purchase of computer
software and website development. Adjusted operating cash inflow represents
cash generated from operations adjusted to exclude cash flows relating to
exceptional items and payment of employer's taxes on share based payments
relating to equity settled share awards with vesting periods longer than 12
months, and to include lease repayments following adoption of IFRS 16 Leases.
4) Leverage is defined as Net debt as defined in 9) below (excluding
capitalised bank arrangement fees and including any non-cash ancillaries), as
a proportion of Adjusted EBITDA adjusted for the impact of IFRS 16 and
including the 12 month trailing impact of acquired businesses (in line with
the Group's bank covenants definition). Adjusted EBITDA is defined as earnings
before interest, tax, depreciation and amortisation adjusted for the items
referenced in 1) above where applicable.
5) Audience reach includes: online users (excluding forums), print and digital
magazine and bookazines circulation, email newsletter subscribers, social
media followers and event attendees.
6) Online users defined as monthly online users from Google Analytics and,
unless otherwise stated, is the monthly average over the financial period.
Forums are excluded as they are non-commercial websites for which Future does
not write content, and are not actively managed or monetised.
7) Proforma numbers compare at constant exchange rates the performance of
acquisitions on a like for like (as defined above in organic growth
definition) basis.
8) Reference to 'core or underlying' reflects the trading results of the Group
without the impact of amortisation of acquired intangible assets, exceptional
items, share-based payment expenses (relating to equity-settled share awards
with vesting periods longer than 12 months), together with associated social
security costs and any tax related effects. The Directors believe that
adjusted results provide additional useful information on the core operational
performance of the Group, and review the results of the Group on an adjusted
basis internally.
9) Net debt is defined as the aggregate of the Group's cash and cash
equivalents and its external bank borrowings net of capitalised bank
arrangement fees. It does not include lease liabilities.
10) Average of the two half-year organic growth being the average of the HY
2021 organic growth rate and HY 2022 organic growth rate.
Enquiries:
Future plc
+44 (0)122 544 2244
Zillah Byng-Thorne, Chief Executive Officer
Penny Ladkin-Brand, Chief Financial Officer
Marion Le Bot, Head of Investor Relations
+44
(0)777 564 1509
Media
Headland
+44 (0)203 805 4822
Stephen Malthouse, Rob Walker, Charlie Twigg
future@headlandconsultancy.com
About Future
Future is a global platform business for specialist media with diversified
revenue streams. Its content reaches 1 in 3 adults online in the UK and US.
The Media division is high-growth with complementary revenue streams including
eCommerce for products and services, events, and digital advertising
(including advertising within newsletters and video). It operates in a number
of sectors including technology, games & entertainment, music, home &
gardens, sports, TV & film, real life, knowledge, wealth & savings,
women's lifestyle and B2B. Its brands include TechRadar, PC Gamer, Tom's
Guide, Android Central, Truly, The Week, Kiplinger, GoCompare, Digital Camera
World, Homebuilding & Renovating Show, GamesRadar+, The Photography Show,
Top Ten Reviews, Marie Claire, Live Science, Guitar World, MusicRadar,
Space.com, What to Watch, Gardening Etc, Adventure and Tom's Hardware.
The Magazine division focuses on publishing specialist content, with a
combined global circulation of over 3 million delivered through more than 131
magazines, and 735 bookazines published a year. The portfolio spans
technology, knowledge, games & entertainment, sports, music, photography
& design, homes & garden, country lifestyle, TV & film and B2B.
Its titles include Country Life, Wallpaper*, Woman & Home, The Week,
Classic Rock, Decanter, Guitar Player, FourFourTwo, Homebuilding &
Renovating, Digital Camera, Guitarist, How It Works, Total Film, What Hi-Fi?
and Music Week.
Strategic and operational update
Future is a global platform for intent-led specialist media underpinned by
technology, enabled by data; with diversified revenue streams. The business
model has a strong track record in driving consistent quality revenue growth
which translates into operating margin and cash. Future's strategy is to have
leadership positions in the markets it operates in, expanding the reach of the
platform by entering into new audience verticals and increasing market share
in the vertical markets in which it operates through new content topics,
creating further opportunities for the Group.
We have a relentless focus on the sustainable execution of our strategy. Our
high-quality expert content is the fuel that drives our engine, attracting
audiences to connect with our retail and advertising partners. We are focused
on organic growth to drive long-term value through operating leverage and
excellent cash conversion. The strategy is accelerated with acquisitions.
Acquisitions are integrated in full, deploying our operating model including
our global approach to our content, our technology platform and our audience
reach, driving further platform effect.
Over the past two years, we have expanded our addressable audience's and
markets from Technology and Gaming into Women's, Homes and Wealth &
Savings. Our strategy is to grow our audience in these vertical markets in
order to take market share and hold leadership positions. Being a market
leader means that we are a must-have partner enabling monetisation
optimisation and resilience through economic cycles. This resilience is
reinforced by the diversified nature of the Group, both from content
verticals, geographical locations and monetisation capabilities.
Our continued focus on execution translates into a repeatable, efficient value
creation model as testifies our exceptional track record of doubling the
business approximately every two years since 2014.
Meeting our audience's needs
Meeting the needs of our audience is paramount and is at the centre of our
strategy. We are a trusted expert that helps our audience do the things they
love, including making buying decisions.
Growing our audience is a key focus and driver of performance. At our full
year 2021 results update in 2021 we stated our medium term goal of reaching 1
in 2 Americans online each month. It is very pleasing that we have grown the
share of US online users by 2ppt in the half, as we now reach 35% of the US
online users (HY 2021: 33%), despite the challenging comparators, evidencing
the US opportunity. Overall audience declined a modest 2%, to 306m (HY 2021:
311m) on a reported basis, reflecting the impact of the exceptional and
atypical audience during 2021. As a consequence, our average growth over the
past two half years is 15%, more in keeping with the longer term trends we
have experienced. As we move into H2, we are seeing an improvement in audience
year-on-year performance with a return to online audience growth in April and
positive momentum into Q3. These performances highlight the benefit and
strength of the content vertical diversification of the Group, enabling us to
absorb unusual market trends and continue to grow audience share and revenues.
In Technology and Gaming, our most mature verticals, we have continued to
perform strongly in challenging market conditions with Future remaining #1 in
Technology in both the US and the UK. Our Technology vertical was a notable
beneficiary of the US stimulus checks in HY 2021 and the lack of consoles in
HY 2021 drove exceptional audiences to our sites. Our world-class content is
delivered by our expert editorial teams who thrive in responding to audience
demands for relevant, useful and engaging content (both online and in print).
Our ability to use data and analytics, recently bolstered by the acquisition
of Waive in February 2022, combined with the expertise of our editorial teams,
reaches high-intent audiences at scale, responding to advertisers and
eCommerce demand.
Media revenues grew organically by 18% on a two half-years average growth with
organic growth on the comparator period of 5%. Organic growth was supported by
the continued strong growth in advertising, despite the decline in online
users, demonstrating the strong demand from advertisers for contextually
relevant audiences in a brand safe environment. Affiliate performance
benefited from product enhancements although as expected revenue was lower due
to the brought forward demand from the prior year. Events recovered from
previous years' restrictions and are seeing strong demand.
HY 2022 HY 2021 2 half-year average
Audience (reported) +5% +7% +6%
Online users (reported) (2)% +31% +15%
Organic revenue growth
Digital ads +10% +26% +18%
Affiliates (10)% +56% +23%
Events, digital licensing, other online +86% (56)% +15%
Media revenue +5% +30% +18%
Magazine revenue +3% (15)% (6)%
Total organic revenue growth +4% +21% +13%
Digital advertising revenue has continued to perform strongly, growing 10%
organically in the period. The US was especially strong with growth of 12%,
underpinning the benefit of a leadership position. Our endemic brands and
global scale coupled with our proprietary high-intent data has enabled us to
leverage the knowledge of our audience's interests, preferences and intent to
deliver a strong fundamental offering for advertisers. This has translated
into an overall yield progression of 5% year on year but also 7% half over
half. This strong result is the result of our proprietary technology, notably
through Aperture which allows the creation of super-segments that advertisers
can use to target their specific audience. Future Studios also contribute to
yield expansion with video yield on content sites 4x the average yield and
growing by 40% organically year-on-year. The combination of technology with
our endemic sales force that can market direct campaigns effectively with the
benefit of data, scale and leadership positions in a brand safe environment.
Affiliates revenue has seen exceptional growth over the past two half-years
with average organic growth of 23%. In the period we saw an organic decline of
10% or £6m, broadly in line with the benefit we saw from the pandemic related
income of £5m in the prior year that we had noted in previous results.
Affiliates benefited from a strong peak trading performance, and we have
continued to enhance our eCommerce affiliates tools to improve the user
experience and drive conversion via evergreen page improvements, and
optimisations made to Live Deals Blogs during Peak Trading. We have continued
to make progress on further diversifying revenue with the Women's Lifestyle
affiliate revenue doubling year-on-year, and new categories such as sleep and
fitness growing strongly in the period.
Other media revenue grew by 86% organically, driven by events which recovered
in the half as restrictions were lifted. During the period, we hosted 27
events with strong rebookings.
Magazines organic revenue growth of 3% reflected the already mentioned unusual
set of comparators vs HY 2021, and reflects a strong recovery following the
impact of store closures reducing newsstand sales in the prior year. The
average organic decline for magazines over a two half-year period was (6)%,
more in line with our longer term trends. With the acquisition of Dennis in
October 2021, subscriptions now represent 48% of the magazines division. This
adds recurring, predictable revenue with low price elasticity, helping to
mitigate the secular decline in magazines. Subscription revenues grew
organically 5% in the period and on a proforma basis the Dennis subscription
revenues grew 12%.
The Platform Effect drives strong operating margin
The platform effect is more than operating leverage and growing the bottom
line, it is about the multiplier impact of the organic and inorganic
capabilities that deliver unique value creation, both top and bottom lines.
Our financial results evidence our successful and diversified monetisation
model as well as our ability to deploy the Future operating model to drive
scalability and operating leverage. A core part of our strategy is ensuring
that over the long term we continue to deliver profitable growth. Critical to
enabling this is the continued investment in our technology and people. These
investments are leveraged across the business driving the Platform Effect.
We believe our proprietary technology platform is a key source of competitive
advantage. The benefit of having a common platform translates into our ability
to leverage the benefit of continuous investment rapidly across our estate. We
now have a total of 45 sites on the Vanilla website platform (HY 2021: 40).
During the half, we have continued to enrich our data audience platform
Aperture, notably through the GoCo acquisition, which when combined with our
scale and the high-intent of our audiences, positions us very well in an
environment with increased focus on first party data and consumer privacy. For
example, using the rich first-party data from GoCo on cars, we have created
valuable segments of car intenders enabling us to attract car advertisers to
our network of brands.
Content is at the heart of our purpose and we continuously invest in content
creation to ensure we remain the trusted, authoritative expert for our
audiences. Quality, expert, intent led, content is also a source of operating
leverage with over 55% of our revenue from content being produced in the prior
periods.
Our centres of excellence reduce duplications and provide access to talent in
lower cost locations, delivering efficiency of spend and agility in an
ever-changing landscape, while creating teams of like-minded experts within
the organisation. We recently announced the opening of a new US hub based in
Atlanta to create a new centre of excellence and its proximity to universities
ensures we can attract and retain talent as we grow. The hub is now up and
running and will be the North America base for our Video content strategy. The
centre of excellence approach also enables us to share best practices across
the Group. For example, the SmartBrief email newsletter technology is being
used by GoCompare as a new marketing channel and enabled the re-platforming of
the LookAfterMyBills proposition. There are now 260 newsletters utilising the
Smartbrief email technology platform across the Group.
Whilst continuing to invest in our business and our people, our scalable
operating model and disciplined approach to the integration of our
acquisitions has driven exceptional profit results. The cost synergies
delivered through the recent acquisitions coupled with our focus on process
re-engineering has enabled us to continue to invest organically. We have been
able to maintain margin despite continued investment in content, people,
technology and infrastructure. Our business model allows us to absorb salary
increases to help our employees mitigate the impact of inflation as well as
cost of sales increases - some of them temporary, notably in our magazine
division.
Creating value through acquisitions
Accelerating the execution of our strategy with value creating acquisitions is
a key part of our capital allocation. We remain highly disciplined when it
comes to acquisitions with 25 deals reviewed for each transaction we executed
in the past 12 months as we want to ensure that acquisitions have strong
strategic alignment and drive additional value creation.
GoCo Group and Mozo - Further diversifying our business model - eCommerce
services
Future's diversification strategy continued, with the acquisitions of GoCo and
Mozo in February 2021. We now have more opportunities to champion the needs of
our customers through our move into a new attractive content vertical of
Wealth & Savings. Leveraging industry leading technology and knowledge,
these businesses provide customers with an expert service of clear and
impartial advice, providing comparison services across the products that meet
their needs. This new vertical is in line with the high-intent characteristic
of our audiences and our purpose of sharing our knowledge and expertise with
others, helping them make important decisions about their homes and their
finances.
As we enter the second year of ownership of GoCo, we are pleased with the
performance and we have seen continued signs of success in HY 2022. Our SEO
expertise has already delivered improvement with consistent progress on car
and home insurance, combined with using our email newsletter capability to
drive further engagement. The rich first-party data from GoCo is enriching
Aperture, our data platform, allowing us to create super-segments for premium
advertising. Additionally, we have made further progress on diversifying away
from car insurance with now 32% of revenue from verticals other than car
insurance (up +3ppt year on year) whilst we have improved market shares of car
insurance by 2ppt and home insurance by 4ppt year-on-year. This has resulted
in GoCompare growing revenues at 3% in the period on a proforma basis.
Finally, the widgetisation of the comparator technology is progressing and we
are on track to launch this proposition on the Future content websites later
this year.
The Mozo business, an Australian price comparison website focused on personal
finance products, has been integrated into the existing Future operations in
Australia, providing the opportunity to invest in a new strengthened local
leadership team as we gain scale. Mozo is also collaborating with the GoCo
teams and launched a broadband comparison proposition in May, amongst a number
of initiatives.
Marie Claire US - enhancing our Women's Lifestyle vertical in North America
In May 2021, the Group acquired a joint venture between MCA and Hearst
operating the website MarieClaire.com and its assets. Simultaneously, the
Group entered into a five-year licence agreement with Marie Claire Album
S.A.S. to operate the title in the US and Canada. Marie Claire US is now
integrated into our fast, brand safe platform having migrated to Vanilla at
the end of 2021 and is performing well with double digit improvement on
advertising yield.
Dennis - strengthening our Wealth & Savings, Knowledge and B2B verticals
and our North American footprint
In October 2021, we completed the acquisition of Dennis, a leading consumer
media subscriptions business, which includes trusted Wealth, Knowledge and B2B
technology specialist titles such as, Kiplinger, MoneyWeek, The Week & IT
Pro.
The acquisition will enable the Group to scale its Wealth & Savings
vertical through the MoneyWeek and Kiplinger brands, further diversify the
Group's revenue by materially increasing the Group's recurring revenues
through subscriptions, and further extend the Group's reach in the North
American market.
The integration of Dennis has completed and the combined teams are already
working to deliver the strategic plan of the acquisition. Our proprietary ad
tech Hybrid has been deployed across the Dennis brands, translating into
double digit improvement in yields and the new Wealth bureau is enabling new
wealth content to sit on other websites such as Woman&Home with its Smart
With Money channel.
Waive - strengthening data insight capabilities
In February 2022, we completed the acquisition of Waive. Waive is an
artificial intelligence enabled platform which provides intelligence on
emerging content trends. This acquisition will extend Future's "Aperture" data
platform and enhanced data science capabilities.
WhatCulture.com - enhancing our Entertainment verticals and video monetisation
capabilities
On 23 March 2022, we completed the acquisition of WhatCulture.com, a
digital-only publisher focused on gaming and entertainment.
This acquisition further strengthens Future's position in video, notably with
its expertise in the monetisation on YouTube. WhatCulture will benefit from
the Future proprietary technology stack and operating model to drive the
platform effect whilst bolstering Future's gaming and entertainment vertical.
The integration is well progressed with payroll, IT and most financial systems
already migrated. The base in Newcastle provides the opportunity for a
Northern hub for video creation across the group going forward.
On 10 May 2022, we announced the acquisition of WhoWhatWear, a leading
digital-only Women's lifestyle publisher. The transaction is expected to close
next month. The acquisition further strengthens Future's position in the
Women's Lifestyle vertical and gives the Group greater scale and reach in
North America to further monetise its audience. Combined with the Group's
existing business, Future will become the 6th largest Beauty and Fashion
publisher in the US (source: ComScore). With Future's content already reaching
1 in 3 adults online in the US, the transaction will accelerate Future's scale
and revenue opportunities in the US. The Group's existing Women's Lifestyle
brands will benefit from WhoWhatWear's leading direct advertising sales
capabilities, whilst WhoWhatWear will benefit from Future's proprietary
technology stack and operating model to drive the platform effect.
Execution underpinned by values
Future operates as a purpose-driven organisation creating value for all
stakeholders. Our strategy is to operate as a responsible business and
everything we do is underpinned by our purpose and values which fosters an
aligned culture across the organisation.
Being a responsible employer is an important part of our strategy and this
year in January we put in place two tiers of cost of living increases of 2 and
4%, with the higher amount for colleagues paid less. In all our markets, we
are proud of the fact that we have a Future base level wage that is higher
than any central or local government standard.
This year we will be paying our all-staff annual profit pool bonus scheme in
two instalments to help mitigate the immediate inflationary pressures we are
seeing. All colleagues except the Executive Leadership Team will receive an
initial payment equivalent to 40% of their full-year bonus in June. Subject to
performance, the remainder of the annual profit pool bonus will be paid after
the financial year has ended.
We remain proud of and thankful to our colleagues for their hard work and
ongoing support in these continued challenging times.
In December 2021, we launched our Responsibility strategy - Our Future, Our
Responsibility. Our strategy is articulated around 4 pillars which fall under
2 headers: the Foundations pillars which incorporates Taking Responsibility
and The Culture behind the Company and the Differentiation pillars which
consist of Shaping the Future and Expanding Horizons. Each pillar is sponsored
by a member of the Executive Team. The Executive Team hosted during the period
some "lunch & learn" sessions to ensure the strategy was communicated
across the Group and that all employees are part of the delivery of Our
Future, Our Responsibility.
In the period, we have used our content to help our audience both online and
in print, as part of our Expanding Horizons pillar. This included money saving
tips to help our audience during this inflationary period as well as articles
on The Week Junior to help parents talk to their children about the war in
Ukraine. As part of Shaping the Future, we fight fake news and we now have our
first brand that obtained the NewsGuard accreditation.
Looking at the Foundation pillars, we have made significant progress to drive
a positive impact for our communities and environment by supporting and
amplifying individual fundraising with £16k matched in the half (including
over £14k for Ukraine). Our paper is FSC & PEFC certified, we package in
recyclable materials, we recycle unsold copies and we do not use plastic
covermounts. Additionally, we have invested in 3 new data centres that are
100% powered by renewable energy.
We will continue to make progress on all pillars by improving our reporting
but also translating the Responsibility strategy into many small intentional
steps that will add to an ambitious programme for the Group, including zero
greenhouse gas emissions in the company's control by 2026.
Outlook
● A modest upgrade to our FY 2022 guidance, which reflects:
○ Ongoing resilience of the underlying business, despite the
inflationary backdrop with the Group on track to deliver year-on-year margin
progression as previously anticipated
○ A return to positive audience momentum in H2
○ Benefit of the recent acquisition of WhoWhatWear
● Longer-term, we expect that our diversified strategy will continue
to deliver, with our investment in new content verticals and capabilities
supporting our growth ambitions.
Financial summary
The financial summary is based primarily on a comparison of results for the
period ended 31 March 2021 with those for the period ended 31 March 2022.
Unless otherwise stated, change percentages relate to a comparison of these
two periods. Organic growth defined as the like for like portfolio excluding
acquisitions and disposals made during HY 2021 and HY 2022 and including the
impact of closures and new launches at constant FX rates. Constant FX rates is
defined as the average rate for HY 2022.
HY 2022 HY 2021
£m £m
Revenue 404.3 272.6
Adjusted operating profit 134.5 89.2
Adjusted profit before tax 127.1 86.4
Operating profit 88.4 59.7
Profit before tax 81.0 56.9
Basic earnings per share (p) 52.5 41.3
Diluted earnings per share (p) 51.7 40.7
Adjusted basic earnings per share (p) 82.7 66.4
Adjusted diluted earnings per share (p) 81.3 65.4
( )
The Directors believe that adjusted results provide additional useful
information on the core operational performance of the Group, and review the
results of the Group on an adjusted basis internally. See the section below
for a reconciliation between adjusted and statutory results.
A reconciliation of adjusted operating profit to profit before tax is shown
below:
HY 2022 HY 2021
£m £m
Adjusted operating profit 134.5 89.2
Adjusted finance costs (7.4) (2.8)
Adjusted profit before tax 127.1 86.4
Adjusting items:
Share-based payments (including social (3.7) (2.7)
security costs)
Exceptional items (note 4) (12.2) (11.5)
Amortisation of acquired intangibles (30.2) (15.3)
Profit before tax 81.0 56.9
Revenue
Revenue Segment HY 2022 Segment HY 2021
£m £m
UK US Total UK US Total YoY Var Organic
£m £m £m £m £m £m YoY Var
Digital ads 33.2 74.9 108.1 29.6 61.8 91.4 18% 10%
Affiliates 96.5 42.3 138.8 41.3 43.9 85.2 63% (10%)
Events, digital licensing other online 8.9 2.8 11.7 4.4 1.6 6.0 95% 86%
Total Media 138.6 120.0 258.6 75.3 107.3 182.6 42% 5%
Print & digital content 84.0 29.9 113.9 63.5 1.5 65.0 75% 2%
Print advertising, licensing and other print 27.3 4.5 31.8 22.7 2.3 25.0 27% 6%
Total Magazines 111.3 34.4 145.7 86.2 3.8 90.0 62% 3%
Total revenue 249.9 154.4 404.3 161.5 111.1 272.6 48% 4%
Group revenue increased 48% or £131.7m to £404.3m (HY 2021: £272.6m),
achieved organically (increase of 4% at constant currency and 4% at actual
currency) and through acquisition, with FY 2021 and HY 2022 acquisitions net
of disposals contributing £144.8m to revenue in the period.
UK revenue growth of 55% or £88.4m to £249.9m (HY 2021: £161.5m) included
£28.8m of revenue from the Dennis acquisition. Total UK organic revenues
increased by 3% driven by both Media and Magazines revenue, both up 3% in the
period. UK Media organic growth was driven by digital advertising as well as
the recovery in events which were previously impacted by the pandemic. UK
Magazines revenue grew in all categories, notably in subscriptions.
Performance was also strong in the US where growth of 39% or £43.3m to
£154.4m (HY 2021: £111.1m). It included £34.2m of revenue from the Dennis
acquisition and was supported by organic growth of 6% reflecting strong growth
in digital advertising and a stronger affiliates performance despite the
impact of the comparators.
Media revenue increased by £76.0m or 42% and by 5% organically. Organic
digital advertising revenue grew 10% despite the impact of lower online
audiences driven by an increase in yield and organic affiliate revenue was
down 10%, impacted by COVID-boosted comparators. In the period, events
recovered and grew by 190% to over £5m.
Magazine revenue increased by 62% to £145.7m (HY 2021: £90.0m), including
the half-year impact of the Dennis acquisition. Magazine organic revenue
performance increased by 3%, driven by subscriptions but also the Covid
impacted comparators for newstrade.
Included below is a reconciliation between statutory revenue and organic
revenue:
HY 2022 HY 2021
£m £m
Total revenue 404.3 272.6
Revenue from HY 2022 and HY 2021 acquisitions (144.8) (23.6)
Organic revenue 259.5 249.0
Impact of FX at constant rates (0.1) (0.3)
Organic revenue at constant currency 259.4 248.7
Operating profit
Cost of sales have increased year-on-year driven by inflation, mostly in
magazines as well as costs increases on printing due to high energy prices as
well as the inclusion of acquisitions. Other costs have increased due to
continued investment in editorial, technology, infrastructure and people.
Despite the impact of investment and inflation combined with initial dilutive
impact of acquisitions, the Group has delivered a stable margin of 33% (HY
2021: 33%). This is a testament of the strength of the platform and the
ability to create operating leverage. As a result, adjusted operating profit
increased by £45.3m to £134.5m (HY 2021: £89.2m) driven by both organic
profit growth and contributions from acquisitions. Statutory operating profit
increased by £28.7m to £88.4m (HY 2021: £59.7m) and statutory operating
margin stayed the same at 22% (HY 2021: 22%) driven by the performance in
adjusted operating profit.
Earnings per share
HY 2022 HY 2021
Basic earnings per share (p) 52.5 41.3
Adjusted basic earnings per share (p) 82.7 66.4
Diluted earnings per share (p) 51.7 40.7
Adjusted diluted basic earnings per share (p) 81.3 65.4
Basic earnings per share are calculated using the weighted average number of
ordinary shares in issue during the period of 120.5m (HY 2021: 102.8m), the
increase reflecting the weighted impact of the issue of 22.6m shares to fund
the acquisition of GoCo in the prior year.
Adjusted earnings per share is based on profit after taxation which is then
adjusted to exclude share-based payments (relating to equity settled share
awards with vesting periods longer than 12 months) and associated social
security costs, exceptional items, amortisation of intangible assets arising
on acquisitions and any related tax effects. Adjusted profit after tax was
£99.6m (HY 2021: £68.3m).
Exceptional items
Acquisition and integration related costs include £2.2m relating to the
Dennis acquisition (HY 2021: £10.2m deal fees and £2.3m integration and
restructuring costs primarily in respect of the GoCo acquisition). A total of
£10.0m has been recognised in respect of onerous properties, partly
reflecting extended time frames in subletting existing onerous property leases
arising from M&A activity as well as £5.4m relating to properties
acquired as part of the Dennis acquisition.
Other adjusting items
Acquired amortisation increased by £14.9m to £30.2m (HY 2021: £15.3m)
reflecting amortisation arising from the in-year acquisition of Dennis and the
acquisition of GoCo in H1 2021.
Share-based payment expenses (relating to equity-settled share awards with
vesting periods longer than 12 months), together with associated social
security costs increased by £1.0m to £3.7m (HY 2021: £2.7m) reflecting the
charge relating to the new all staff share scheme offset by a reduction in the
accrual for employers' national insurance.
Finance costs
Finance costs increased to £7.4m (HY 2021: £2.8m) which includes external
interest payable of £5.2m reflecting the drawdown of the RCF to fund the
Dennis acquisition, higher interest rates and £1.2m in respect of the
amortisation of arrangement fees relating to the Group's bank facilities.
Leverage at 31 March 2022 was 1.46 times down from 1.9 times following the
Dennis acquisition on 1 October (excluding other cash movements) (FY 2021: 0.8
times).
Taxation
The tax charge for the six months ended 31 March 2022 is based on the
effective tax rate, estimated on a full year basis, being applied to the
statutory profit for the six months ended 31 March 2022. The Group's adjusted
effective tax rate is 21.6% (HY 2021: 21%).
The Group's statutory effective tax rate is 21.9% (HY 2021: 26%) with the
difference between the statutory rate and adjusted effective rate being the
impact of exceptional costs, and the tax rate differential of UK and US tax
acquired intangible asset amortisation that is excluded from adjusted profit
before tax.
Balance sheet
Property, plant and equipment increased by £5.2m to £52.6m in the period (FY
2021: £47.4m, HY 2021: £22.6m) reflecting the acquisition of Dennis
(£13.2m) offset by depreciation (£4.6m) and impairment of right of use
assets (£6.3)m (included within exceptionals).
Intangible assets increased by £382.9m to £1,537.6m (FY 2021: £1,154.7m, HY
2021: £1,173.5m) mainly reflecting the in-year acquisitions of Dennis,
WhatCulture and Waive (£403.3m) and capitalisation of website development
costs (£4.5m) offset by amortisation (£36.3m) and the impact of FX
(£11.4m).
Trade and other receivables increased by £29.4m to £127.4m (FY 2021:
£98.0m, HY 2021: £105.6m) primarily driven by the acquisition of Dennis
(£20.9m on acquisition).
Trade and other payables increased by £62.5m to £203.3m (FY 2021: £140.8m,
HY 2021: £145.8m) primarily driven by the acquisition of Dennis (£60.7m on
acquisition).
Cash flow and net debt
Net debt at 31 March 2022 was £388.7m (FY 2021: £176.3m, HY 2021: £241.3m)
reflecting the Dennis, Waive and WhatCulture acquisitions, offset by strong
cash generation.
During the year, there was a cash inflow from operations of £138.1m (HY 2021:
£85.9m) reflecting the Group's strong trading performance.
Adjusted operating cash inflow was £144.0m (HY 2021: £98.0m). A
reconciliation of cash generated from operations to adjusted free cash flow is
included below:
HY 2022 HY 2021
£m £m
Cash generated from operations 138.1 85.9
Cash flows related to exceptional items 7.2 15.3
Settlement of employer's NI on share based payments¹ 1.8 0.1
Lease payments following adoption of IFRS 16 Leases (3.1) (3.3)
Adjusted operating cash inflow 144.0 98.0
Cash flows related to capital expenditure (6.2) (4.1)
Adjusted free cash flow 137.8 93.9
¹ Relating to equity-settled share awards with vesting periods longer than 12
months.
Other significant movements in cash flows include £6.2m (HY 2021: £4.1m) of
capital expenditure, net repayment of bank loans and overdraft (net of
arrangement fees) of £388.9m, with £298.6m relating to debt settled on
completion of the Dennis acquisition and the balance reflecting the Group's
strong cash generation (HY 2021: net drawdown of £99.2m) and lease payments
of £3.1m (HY 2021: £3.3m). The Group paid a dividend in the period of £3.4m
(HY 2021: £1.6m). Foreign exchange and other movements accounted for the
balance of cash flows.
Adjusted free cash flow increased to £137.8m (HY 2021: £93.9m), representing
102% of adjusted operating profit (HY 2021: 105%), reflecting the ongoing
efficient cash management by the Group.
Going concern
The Group has produced forecasts which have been modelled for different
plausible downside scenarios and include the impact of the increase in the
Group's revolving credit facility by £100m in May 2022 as well as the post
period end acquisition of WhoWhatWear for $120m. These scenarios confirm that
even in the most severe but plausible downside scenarios, the Group is able to
generate profits and positive cash flows. As a result, the Directors have a
reasonable expectation that the Group has adequate resources to meet its
obligations as they fall due for a period of at least 12 months from the date
of these results.
The Directors also note that at the period end the Group had net current
liabilities of £138.2m (FY 2021: net current assets of £234.9m or net
current liabilities of £65.1m on an underlying basis if the cash related to
the Dennis acquisition is excluded). This is primarily driven by the current
portion of the term loan (£70m), deferred income of £74.1m (which is
materially higher following the acquisition of Dennis) and the nature of the
Group's magazine business where the profile of cash receipts from wholesalers
is often ahead of payment of certain magazine related costs. The Group has
consistently delivered adjusted free cash flow conversion of around 100% or
higher and is forecast to generate sufficient cash flows to meet its
liabilities as they fall due.
After due consideration, the Directors have concluded that there is a
reasonable expectation that the Group has adequate resources to continue in
operational existence for at least 12 months from the date of this report. For
this reason the Directors continue to adopt the going concern basis in
preparing the consolidated financial statements for the HY 2022 results.
Principal risks and uncertainties
The principal risks and uncertainties for the six months remain unchanged from
those detailed in the Group's Annual Report and Accounts for the year ended 30
September 2021 and we do not see any material risk arising from the Russia and
Ukraine conflict. Reference should be made to pages 60 to 64 of the 2021
Annual Report and Accounts for more detail on the potential impact of risks
and examples of mitigation.
The principal risks relevant to the Group's activities at the half year are:
● Personal data The collection, storage and use of personal data
presents a risk of misuse, loss, compromise or unauthorised access, which
could result in reputational damage, regulatory intervention, financial
penalties in the event of a serious breach along with a loss of trust amongst
customers and partners.
● Media market disruption and changing consumer habits Failure to
anticipate and respond to market disruption and changing content consumer
habits may affect demand for our products and services and our ability to
drive long-term growth.
● Key person risk Lack of skilled, experienced and motivated people at
executive board level and throughout the wider group may lead to an inability
to deliver on strategy and business and financial performance targets.
● Cyber security and IT A failure to manage and mitigate cyber-related
incidents affecting datastores, tech infrastructure and websites may lead to
unavailability of services, access to or compromise of data, which could have
reputational, financial and regulatory consequences.
● Reliance on third party distribution platforms Changes in algorithms
and strategies of tech giants could materially impact traffic and media
revenues. For instance, search engines can make changes to their ranking
algorithms, methodologies and design layouts that could reduce the prominence
of links to websites offering our content and negatively impact traffic.
● Digital advertising market changes Failure to anticipate changing
customer behaviour, developments in technology, privacy standards, changes on
targeted personalised ads and the approach to customer acquisition by third
parties advertisers may have a negative impact on market share, revenue and
profit.
● Economic & Geo-political uncertainty An economic downturn,
fiscal policy changes or unexpected developments linked to worsening economic
conditions may have a negative impact on revenue and profit.
● Reliance on key third party service providers A failure of one of
our critical third parties may cause disruption to business operations, impact
our ability to deliver products and services, meet the needs of our customers
and result in financial loss. The reputation of our businesses may be damaged
by poor performance or a regulatory breach by critical third parties.
● Pandemic impact continues Further lockdowns or restrictions imposed
by governments as a consequence of increasing COVID-19 infection rates, may
have a negative effect on revenue and profit and on the wellbeing of
colleagues across the Group.
Condensed consolidated interim financial statements
Consolidated income statement
for the six months ended 31 March 2022 (unaudited)
6 months to 31 March 2022 6 months to 31 March 2021
Note Non -GAAP Statutory results Non -GAAP Statutory results
Adjusted results Adjusting items £m Adjusted results Adjusting items £m
£m £m £m £m
Revenue 1,2 404.3 - 404.3 272.6 - 272.6
Net operating expenses 3 (269.8) (46.1) (315.9) (183.4) (29.5) (212.9)
Operating profit 1 134.5 (46.1) 88.4 89.2 (29.5) 59.7
Finance costs 6 (7.4) - (7.4) (2.8) - (2.8)
Profit before tax 1 127.1 (46.1) 81.0 86.4 (29.5) 56.9
Tax (charge)/credit 7 (27.5) 9.8 (17.7) (18.1) 3.7 (14.4)
Profit for the period 99.6 (36.3) 63.3 68.3 (25.8) 42.5
attributable to
owners of the
parent
Earnings per 15p Ordinary share
6 months to 31 March 2022 6 months to 31 March 2021
Note Adjusted results pence Adjusting items pence Statutory results Adjusted results pence Adjusting items pence Statutory results
pence pence
Basic earnings per share 9 82.7 (30.2) 52.5 66.4 (25.1) 41.3
Diluted earnings per share 9 81.3 (29.6) 51.7 65.4 (24.7) 40.7
Consolidated statement of comprehensive income
for the six months ended 31 March 2022 (unaudited)
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Profit for the period 63.3 42.5
Items that may be reclassified to the consolidated income statement
Currency translation differences 8.9 (16.1)
Other comprehensive income / (expense) for the period 8.9 (16.1)
Total comprehensive income for the period attributable to 72.2 26.4
owners of the parent
Consolidated statement of changes in equity
for the six months ended 31 March 2022 (unaudited)
Issued Share Accumulated exchange differences Retained earnings
Note share premium account Merger Treasury reserve £m £m Total
capital £m reserve £m equity
£m £m £m
Balance at 1 October 18.1 197.0 581.9 (7.6) (10.1) 83.0 862.3
2021
Profit for the period - - - - - 63.3 63.3
Currency translation differences - - - - 8.9 - 8.9
Other comprehensive expense for the period - - - - 8.9 - 8.9
Total comprehensive - - - - 8.9 63.3 72.2
income for the period
Share schemes
- Issue of treasury shares 14 - - - 6.4 - (6.4) -
to employees
- Value of employees' services 5 - - - - - 6.3 6.3
- Current tax on options - - - - - 1.0 1.0
- Deferred tax on options - - - - - (7.2) (7.2)
Dividends paid to shareholders - - - - - (3.4) (3.4)
Balance at 31 March 18.1 197.0 581.9 (1.2) (1.2) 136.6 931.2
2022
Balance at 1 October 2020 14.7 197.0 170.9 (8.8) 2.2 5.3 381.3
Profit for the period - - - - - 42.5 42.5
Currency translation differences (net of tax) - - - - (16.1) - (16.1)
Other comprehensive expense for the period - - - - (16.1) - (16.1)
Total comprehensive income for the period - - - - (16.1) 42.5 26.4
Share capital issued during the period 13, 14 3.4 - 411.0 - - - 414.4
Acquisition of own shares - - - (4.9) - - (4.9)
Share schemes
- Issue of treasury shares - - - 1.2 - (1.2) -
to employees
- Value of employees' services 5 - - - - - 2.8 2.8
- Deferred tax on options - - - - - 0.8 0.8
Dividends paid to shareholders - - - - - (1.6) (1.6)
Balance at 31 March 2021 18.1 197.0 581.9 (12.5) (13.9) 48.6 819.2
Consolidated balance sheet
as at 31 March 2022 (unaudited)
Note 31 March 2022 31 March 2021 30 September
£m £m 2021
£m
Assets
Non-current assets
Property, plant and equipment 52.6 22.6 47.4
Intangible assets - goodwill 10 940.5 679.3 688.2
Intangible assets - other 10 597.1 494.2 466.5
Deferred tax - - 3.8
Total non-current assets 1,590.2 1,196.1 1,205.9
Current assets
Inventories 1.2 0.9 1.0
Corporation tax recoverable 0.1 - -
Trade and other receivables 127.4 105.6 98.0
Cash and cash equivalents 25.0 22.9 324.3
Finance lease receivable 4.2 1.2 1.9
Total current assets 157.9 130.6 425.2
Total assets 1,748.1 1,326.7 1,631.1
Equity and liabilities
Equity
Issued share capital 13 18.1 18.1 18.1
Share premium account 197.0 197.0 197.0
Merger reserve 581.9 581.9 581.9
Treasury reserve (1.2) (12.5) (7.6)
Accumulated exchange differences (1.2) (13.9) (10.1)
Retained earnings 136.6 48.6 83.0
Total equity 931.2 819.2 862.3
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings 344.2 182.8 458.1
Lease liability due in more than one year 52.2 17.6 44.0
Deferred tax 100.4 65.8 70.3
Provisions 12 12.8 5.5 6.1
Deferred income 11.2 - -
Total non-current liabilities 520.8 271.7 578.5
Current liabilities
Financial liabilities - interest-bearing loans and borrowings 69.5 81.4 42.5
Trade and other payables 11 203.3 145.8 140.8
Corporation tax payable 6.9 1.9 2.1
Lease liability due within one year 11.9 5.9 4.9
Deferred consideration 4.5 0.8 -
Total current liabilities 296.1 235.8 190.3
Total liabilities 816.9 507.5 768.8
Total equity and liabilities 1,748.1 1,326.7 1,631.1
Consolidated cash flow statement
for the six months ended 31 March 2022 (unaudited)
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Cash flows from operating activities
Cash generated from operations 138.1 85.9
Interest paid (5.1) (1.7)
Interest paid on lease liabilities (0.4) (0.5)
Tax paid (14.4) (6.2)
Net cash generated from operating activities 118.2 77.5
Cash flows from investing activities
Purchase of property, plant and equipment (1.7) (1.0)
Purchase of computer software and website development (4.5) (3.1)
Purchase of subsidiary undertakings, net of cash acquired (14.6) (156.1)
Net cash used in investing activities (20.8) (160.2)
Cash flows from financing activities
Costs of share issue - (0.7)
Acquisition of own shares - (4.9)
Drawdown of bank loans - 241.1
Repayment of bank loans (385.7) (139.2)
Repayment of overdraft (3.1) -
Bank arrangement fees (0.1) (2.7)
Repayment of principal element of lease liabilities (3.1) (3.3)
Dividends paid (3.4) (1.6)
Net cash (paid)/generated from financing activities (395.4) 88.7
Net (decrease)/increase in cash and cash equivalents (298.0) 6.0
Cash and cash equivalents at beginning of period 324.3 19.3
Exchange adjustments (1.3) (2.4)
Cash and cash equivalents at end of period 25.0 22.9
Notes to the consolidated cash flow statement
for the six months ended 31 March 2022 (unaudited)
A. Cash generated from operations
The reconciliation of profit for the period to cash generated from operations
is set out below:
6 months to 31 March 6 months to 31 March
2022 2021
£m £m
Profit for the period 63.3 42.5
Adjustments for:
Depreciation 4.6 4.3
Impairment charge 6.3 0.5
Amortisation of intangible assets 36.3 18.8
Share schemes
- Value of employees' services 6.3 2.8
Finance costs 7.4 2.8
Tax charge 17.7 14.4
Cash generated before changes in working capital and 141.9 86.1
provisions
Movement in provisions 1.3 (1.0)
Increase in inventories (0.1) (0.2)
Increase in trade and other receivables (6.2) (1.1)
Increase in trade and other payables 1.2 2.1
Cash generated from operations 138.1 85.9
B. Analysis of net debt
30 September Cash flows On Other non-cash changes Exchange 31
2021 £m acquisition £m movements March
£m £m £m 2022
£m
Cash and cash equivalents 324.3 (302.4) 4.4 - (1.3) 25.0
Debt due within one year (42.5) (24.3) (2.4) (0.3) - (69.5)
Debt due after more than one year (458.1) 413.2 (296.2) (1.0) (2.1) (344.2)
Net debt (176.3) 86.5 (294.2) (1.3) (3.4) (388.7)
C. Reconciliation of movement in net debt
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Net debt at start of period (176.3) (62.1)
(Decrease)/increase in cash and cash equivalents (298.0) 6.0
Movement in borrowings 90.3 (182.4)
Other non-cash changes (1.3) (0.6)
Exchange movements (3.4) (2.2)
Net debt at end of period (388.7) (241.3)
Basis of preparation
The condensed consolidated interim financial statements for the six-month
period ended 31 March 2022 are unaudited but have been subject to an
independent review by the auditor. They do not constitute statutory financial
statements as defined in section 434 of the Companies Act 2006. The
comparative figures are for the six month period ended 31 March 2021.
This unaudited condensed consolidated interim financial information for the
six months ended 31 March 2022 has been prepared in accordance with
International Accounting Standard 34 Interim Financial Reporting in conformity
with the requirements of the Companies Act 2006, and in accordance with the
Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
The interim financial information contained in the Interim Report should be
read in conjunction with the Annual Report for the year ended 30 September
2021.
Having considered the Group's funding position and latest forecasts, the
Directors believe that there is a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future. Accordingly, the Directors continue to adopt the going concern basis
in preparing the condensed interim financial information.
As stated in the financial statements for the year ended 30 September 2021 the
following amendments to existing standards have been applied where applicable:
amendment to IFRS 3 Clarifying the definition of a business, amendment to IAS
1 and IAS 8 Definition of material, and amendments IFRS 9, IAS 39, IFRS 7,
IFRS 4 and IFRS 16: Interest Rate Benchmark Reform Phase 2. The accounting
policies adopted, methods of computation and presentation are otherwise
consistent with those set out in the Group's statutory accounts for the
financial year ended 30 September 2021.
There has been no material impact from the adoption of new standards,
amendments to standards or interpretations which are relevant to the Group.
The Group's critical accounting judgments and other key sources of estimation
uncertainty remain the same as those as set out in the Group's Consolidated
Financial Statements for the year ended 31 September 2021.
Presentation of non-statutory measures
The Directors believe that adjusted results and adjusted earnings per share
provide additional useful information on the core operational performance of
the Group to shareholders, and review the results of the Group on an adjusted
basis internally. The term 'adjusted' is not a defined term under IFRS and may
not therefore be comparable with similarly titled profit measurements reported
by other companies. It is not intended to be a substitute for, or superior to,
IFRS measurements of profit.
Adjustments are made in respect of:
Share-based payments - share-based payment expenses (relating to
equity-settled share awards with vesting periods longer than 12 months),
together with associated social security costs, are excluded from the adjusted
results of the Group as the Directors believe they result in a level of charge
that would distort the user's view of the core trading performance of the
Group.
Exceptional items - 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 size, is material and/or is not related to the core
underlying trading of the Group so as to assist the user of the financial
statements to better understand the results 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
non-trading investment activities. As such, they are not considered to be
reflective of the core trading performance of the Group.
The tax related to adjusting items is the tax effect of the items above,
calculated using the standard rate of corporation tax in the relevant
jurisdiction.
Reference to 'core or underlying' reflects the trading results of the Group
without the impact of amortisation of acquired intangible assets, exceptional
items, share-based payment expenses (relating to equity-settled share awards
with vesting periods longer than 12 months), together with associated social
security costs and any tax related effects) that would otherwise distort the
users understanding of the Group's performance.
A summary table of all measures is included below:
Closest equivalent statutory measure Definition
APM
Adjusted operating profit Operating profit Adjusted operating profit represents earnings before share-based payments
(relating to equity-settled awards with vesting periods longer than 12 months)
and related social security costs, amortisation of acquired intangible assets
and exceptional items.
This is a key management incentive metric, used within the Group's Deferred
Annual Bonus Plan.
Adjusted operating profit margin is adjusted operating profit as a
percentage of revenue.
Adjusting items are shown in the table below and defined in the commentary.
Adjusted profit before tax Profit before tax Adjusted profit before tax represents earnings before share-based payments
(relating to equity-settled awards with vesting periods longer than 12 months)
and related social security costs, interest, tax, amortisation of acquired
intangible assets, exceptional items, and any related tax effects
Adjusting items are shown in the table below and defined in the commentary.
Adjusted diluted earnings per share Diluted earnings per share Adjusted diluted earnings per share (EPS) represents adjusted profit after tax
divided by the weighted average dilutive number of shares at the year end
date.
This is a key management incentive metric, used within the Group's Performance
Share Plan.
A reconciliation is provided in note 9.
Adjusted effective tax rate Effective tax rate Adjusted effective tax rate is defined as the effective tax rate adjusted for
the tax impact of adjusting items.
Adjusted operating cash flow Operating cash flow Adjusted operating cash flow represents cash generated from operations
adjusted to exclude cash flows relating to exceptional items and for payment
of employer's taxes on share-based payments relating to equity settled share
awards with vesting periods longer than 12 months, and to include lease
repayments following the adoption of IFRS 16 Leases.
Adjusted free cash flow Free cash flow Adjusted free cash flow is defined as adjusted operating cash flow less
capital expenditure. Capital expenditure is defined as cashflows relating to
the purchase of property, plant and equipment and purchase of computer
software and website development.
Net debt The aggregation of cash and debt Net debt is defined as the aggregate of the Group's cash and cash equivalents
and its external bank borrowings net of capitalised bank arrangement fees. It
does not include lease liabilities recognised following the adoption of IFRS
16 Leases.
A reconciliation of adjusted operating profit to profit before tax is shown
below:
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Adjusted operating profit 134.5 89.2
Adjusted finance costs (7.4) (2.8)
Adjusted profit before tax 127.1 86.4
Adjusting items:
Share-based payments (including social (3.7) (2.7)
security costs)
Exceptional items (note 4) (12.2) (11.5)
Amortisation of acquired intangibles (30.2) (15.3)
Profit before tax 81.0 56.9
A reconciliation of cash generated from operations to adjusted free cash flow
is shown below:
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Cash generated from operations 138.1 85.9
Cash flows related to exceptional items 7.2 15.3
Settlement of employer's NI on share based payments¹ 1.8 0.1
Lease payments (3.1) (3.3)
Adjusted operating cash inflow 144.0 98.0
Cash flows related to capital expenditure (6.2) (4.1)
Adjusted free cash flow 137.8 93.9
¹ Relating to equity-settled share awards with vesting periods longer than 12
months.
A reconciliation between adjusted and statutory earnings per share measures is
shown in note 9.
Notes to the financial information
1. Segmental reporting
The Group is organised and arranged primarily by reportable segment. The
Executive Directors consider the performance of the business from a
geographical perspective, namely the UK and the US. The Australian business is
considered to be part of the UK segment and is not reported separately due to
its size. The Group also uses a sub-segment split of Media (websites and
events) and Magazines for further analysis. The Group considers that the
assets within each geographical segment are exposed to the same risks.
(a) Reportable segment
(i) Segment revenue
Sub-segment 6 months to Sub-segment 6 months to
31 March 31 March
2022 2021
£m £m
Media Magazines Total Media Magazines Total
£m £m £m £m £m £m
Segment:
UK 138.6 111.3 249.9 75.3 86.2 161.5
US 120.0 34.4 154.4 107.3 3.8 111.1
Total 258.6 145.7 404.3 182.6 90.0 272.6
Transactions between segments are carried out at arm's length.
(ii) Segment adjusted operating profit
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Adjusted Intra-group Adjusted Adjusted Intra-group Adjusted
operating adjustments operating profit operating adjustments operating profit
profit prior to intra-group adjustments £m £m profit prior to intra-group adjustments £m £m
£m £m
UK 52.2 40.0 92.2 19.3 34.2 53.5
US 82.3 (40.0) 42.3 69.9 (34.2) 35.7
Total 134.5 - 134.5 89.2 - 89.2
A reconciliation of total segment adjusted operating profit to profit before
tax is provided as follows:
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Total segment adjusted operating profit 134.5 89.2
Share-based payments (including social security costs) (3.7) (2.7)
Amortisation of acquired intangibles (30.2) (15.3)
Exceptional items (note 4) (12.2) (11.5)
Finance costs (7.4) (2.8)
Profit before tax 81.0 56.9
2. Revenue
The table below disaggregates revenue according to the timing of satisfaction
of performance obligations:
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Over Point in Total Over Point in Total
time time revenue time time revenue
£m £m £m £m £m £m
Total revenue 7.6 396.7 404.3 6.6 266.0 272.6
See note 1 for disaggregation of revenue by geography.
3. Net operating expenses
Operating profit is stated after charging:
6 months to 31 March 2022 6 months to 31 March 2021
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results items results results items results
£m £m £m £m £m £m
Cost of sales (187.2) - (187.2) (119.5) - (119.5)
Distribution expenses (20.7) - (20.7) (10.8) - (10.8)
Share-based payments (including social security costs) - (3.7) (3.7) - (2.7) (2.7)
Exceptional items (note 4) - (12.2) (12.2) - (11.5) (11.5)
Depreciation (4.6) - (4.6) (4.3) - (4.3)
Amortisation (6.1) (30.2) (36.3) (3.5) (15.3) (18.8)
Other administration expenses (51.2) - (51.2) (45.3) - (45.3)
Total (269.8) (46.1) (315.9) (183.4) (29.5) (212.9)
4. Exceptional items
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Acquisition and integration related costs 2.2 12.5
Onerous property costs 10.0 (1.0)
Total charge 12.2 11.5
Acquisition and integration related costs include £2.2m relating to the
Dennis acquisition (2021: £10.2m deal fees and £2.3m integration and
restructuring costs primarily in respect of the GoCo acquisition). A total of
£10.0m has been recognised in respect of onerous properties, partly
reflecting extended time frames in subletting existing onerous property leases
as well as £5.4m relating to properties acquired as part of the Dennis
acquisition.
Further details in respect of the acquisitions are shown in note 16.
5. Employee costs
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Wages and salaries 84.7 68.9
Social security costs 4.9 6.3
Other pension costs 2.6 1.8
Share schemes
- Value of employees' services 6.3 2.8
Total employee costs 98.5 79.8
The table above includes the all-employee profit pool bonus.
IFRS 2 Share-based Payment requires an expense for equity instruments granted
to be recognised over the appropriate vesting period, measured at their fair
value at the date of grant.
The fair value has been calculated using the Monte Carlo and Black-Scholes
models, using the most appropriate model for each scheme. Assumptions have
been made in these models for expected volatility, risk-free rates and
dividend yields.
Key management personnel compensation
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Salaries and other short-term employee benefits 1.7 1.3
Share schemes
- Value of employees' services 1.3 1.9
Total employee costs 3.0 3.2
Key management personnel are deemed to be the members of the Board of Future
plc.
6. Finance costs
6 months to 6 months to
31 March 31 March
2022 2021
£m £m
Interest payable on interest-bearing loans and borrowings (5.2) (1.7)
Amortisation of bank loan arrangement fees (1.2) (0.6)
Interest payable on lease liabilities (1.0) (0.5)
Finance costs (7.4) (2.8)
There is no finance income in the period (2021: Nil).
7. Tax on profit
The tax charge for the six months ended 31 March 2022 is based on the
effective tax rate, estimated on a full year basis, being applied to the
statutory profit for the six months ended 31 March 2022. The Group's adjusted
effective tax rate is 21.6% (HY 2021: 20.9%).
The Group's statutory effective tax rate is 21.9% (HY 2021: 25.3%) with the
difference between the statutory rate and adjusted effective rate being the
impact of exceptional costs, and the tax rate differential of UK and US
acquired intangible asset amortisation that is excluded from adjusted profit
before tax.
8. Dividends
Equity dividends 6 months to 6 months to
31 March 31 March
2022 2021
Number of shares in issue at end of period (million) 120.8 120.6
Dividends paid and payable in period (pence per share) 2.8 1.6
Dividends paid in period (£m) (3.4) (1.6)
Interim dividends are recognised in the period in which they are paid and
final dividends are recognised in the period in which they are approved. The
dividend in respect of the year ended 30 September 2021 was paid on 9 February
2022. The Board has not proposed a dividend for the six months ended 31 March
2022.
9. Earnings per share
Basic earnings per share are calculated using the weighted average number of
Ordinary shares in issue during the year. Diluted earnings per share have been
calculated by taking into account the dilutive effect of shares that would be
issued on conversion into Ordinary shares of awards held under employee share
schemes.
Adjusted earnings per share remove the effect of share based payments,
exceptional items (note 4), amortisation of intangible assets arising on
business combinations, and any related tax effects from the calculation.
6 months to 6 months to
31 March 31 March
2022 2021
Adjustments to profit after tax:
Profit after tax (£m) 63.3 42.5
Share-based payments (including social security costs) (£m) 3.7 2.7
Exceptional items (£m) 12.2 11.5
Amortisation of intangible assets arising on acquisitions (£m) 30.2 15.3
Tax effect of the above adjustments (£m) (9.8) (3.7)
Adjusted profit after tax (£m) 99.6 68.3
Weighted average number of shares in issue during the period:
- Basic 120,504,929 102,791,476
- Dilutive effect of share options 1,939,825 1,591,646
- Diluted 122,444,754 104,383,122
Basic earnings per share (in pence) 52.5 41.3
Adjusted basic earnings per share (in pence) 82.7 66.4
Diluted earnings per share (in pence) 51.7 40.7
Adjusted diluted earnings per share (in pence) 81.3 65.4
The adjustments to profit after tax have the following effect:
Basic earnings per share (pence) 52.5 41.3
Share-based payments (including social security costs) (pence) 3.1 2.6
Exceptional items (pence) 10.1 11.2
Amortisation of intangible assets arising on acquisitions (pence) 25.1 14.9
Tax effect of the above adjustments (pence) (8.1) (3.6)
Adjusted basic earnings per share (pence) 82.7 66.4
Diluted earnings per share (pence) 51.7 40.7
Share-based payments (including social security costs) (pence) 3.0 2.6
Exceptional items (pence) 10.0 11.0
Amortisation of intangible assets arising on acquisitions (pence) 24.7 14.7
Tax effect of the above adjustments (pence) (8.1) (3.6)
Adjusted diluted earnings per share (pence) 81.3 65.4
10. Intangible assets
Goodwill Publishing rights Brands Customer relationships Subscribers Other acquired Other Total
£m £m £m £m £m intangibles £m £m
£m
Cost
At 1 October 2020 574.3 90.5 64.3 21.7 15.6 38.4 30.0 834.8
Additions through business combinations 384.7 - 287.7 33.5 0.1 5.3 10.1 721.4
Other additions - - - - - - 7.4 7.4
Disposal - - - - - - (0.8) (0.8)
Exchange adjustments (7.8) (0.1) (2.3) (0.7) (0.5) (1.1) (0.7) (13.2)
At 30 September 2021 951.2 90.4 349.7 54.5 15.2 42.6 46.0 1,549.6
Additions through business combinations 244.2 - 89.5 - 61.9 5.9 1.8 403.3
Other additions - - - - - - 4.5 4.5
Exchange adjustments 9.4 0.1 2.5 0.4 1.1 0.5 - 14.0
At 31 March 2022 1,204.8 90.5 441.7 54.9 78.2 49.0 52.3 1,971.4
Accumulated amortisation and impairment
At 1 October 2020 (264.6) (13.1) (11.7) (3.6) (4.1) (21.2) (22.9) (341.2)
Charge for the period - (9.0) (15.7) (5.8) (1.8) (6.0) (10.4) (48.7)
Impairment - - (4.4) (4.4) - - - (8.8)
Disposal - - - - - - 0.8 0.8
Exchange adjustments 1.6 0.1 0.4 0.2 0.2 0.1 0.4 3.0
At 30 September 2021 (263.0) (22.0) (31.4) (13.6) (5.7) (27.1) (32.1) (394.9)
Charge for the period - (3.9) (14.0) (4.5) (5.1) (2.7) (6.1) (36.3)
Exchange adjustments (1.3) - (0.5) (0.1) (0.1) (0.4) (0.2) (2.6)
At 31 March 2022 (264.3) (25.9) (45.9) (18.2) (10.9) (30.2) (38.4) (433.8)
Net book value at 31 March 2022 940.5 64.6 395.8 36.7 67.3 18.8 13.9 1,537.6
Net book value at 30 September 2021 688.2 68.4 318.3 40.9 9.5 15.5 13.9 1,154.7
Useful economic lives 5-15 3-20 years 8-10 7-11 3-15 2
years years years years years
The other acquired intangibles category in the table above includes assets
relating to customer lists, content and websites.
Any residual amount arising as a result of the purchase consideration being in
excess of the value of acquired assets is recorded as goodwill.
Further details regarding the intangible assets acquired during the period
through business combinations are set out in note 16.
Other intangibles relate to capitalised software costs and website development
costs. Amortisation is included within administration expenses in the
consolidated income statement.
11. Trade and other payables
31 March 30 September
2022 2021
£m £m
Trade payables 29.7 25.8
Other taxation and social security 7.8 8.2
Other payables 10.3 11.1
Accruals 92.6 88.6
Deferred income 62.9 7.1
Total 203.3 140.8
The increase in deferred income primarily relates to the Dennis acquisition.
12. Provisions
31 March 30 September
2022 2021
£m £m
Property 8.5 5.6
Other 4.3 0.5
Total 12.8 6.1
The provision for property relates to dilapidations and obligations under
short leasehold agreements on vacant property. The majority of the vacant
property provision is expected to be utilised over the next three years.
13. Issued share capital
During the period 165,891 Ordinary shares with a nominal value of £24,884
were issued by the Company pursuant to share scheme exercises throughout the
period (31 March 2021: no shares were issued). 700 Ordinary shares were issued
under the Share Incentive Plan for a combined total cash commitment of
£nil.
As at 31 March 2022 there were 120,791,225 Ordinary shares in issue (31 March
2021: 120,624,133; 30 September 2021: 120,624,634).
14. Reserves
Treasury reserve
The treasury reserve represents the cost of shares in Future plc purchased in
the market and held by the Employee Benefit Trust ('EBT') to satisfy awards
made by the trustees.
During the period 365,505 of the shares held by the EBT were used to satisfy
the vesting of share options and 22,216 shares were purchased to fund the
future vesting of share options (31 March 2021 276,132 were purchased, at a
total value of £4.9m).
Merger reserve
During the period there was no movement on the merger reserve. In the
comparative period the merger reserve increased by £411.0m, consisting of
£411.7m relating to the premium on shares issued as consideration for the
acquisition of GoCo Group plc, offset by £0.7m of related share issuance
costs.
Accumulated exchange differences
The reserve for accumulated exchange differences comprises the revaluation of
the Group's foreign currency entities, principally the US and Australia, on
consolidation.
15. Contingent liabilities
There were no material contingent liabilities as at 31 March 2022.
16. Acquisitions
Acquisition of Dennis
On 1 October 2021, Future acquired Dennis Publishing, a leading consumer media
subscriptions business, which includes trusted Wealth, Knowledge and B2B
technology specialist titles such as Kiplinger, MoneyWeek, The Week & IT
Pro.
The consideration was £1m however the acquired debt of £298.6m was required
to be repaid immediately following the acquisition.
The impact of the acquisition on the consolidated balance sheet was:
Provisional
Fair value
£m
Tangible assets
- Right-of-use lease assets 11.2
- Other tangible assets 2.0
Intangible assets
- Brand 89.5
- Advertiser relationships 5.9
- Subscriber relationships 61.9
- Software 1.5
Cash and cash equivalents 0.8
Inventory 0.1
Trade and other receivables 20.9
Finance lease receivable due within 1 year 0.5
Corporation tax receivable 0.4
Trade and other receivables due in more than 1 year 0.6
Finance lease receivables due in more than 1 year 2.2
Trade and other payables (60.7)
Lease liability due within one year (1.9)
Financial liabilities - interest bearing loans and borrowings due in less than (2.4)
one year
Non-current liabilities
- Provisions
(7.1)
-Deferred income
(10.8)
- Lease liability due in more than one year
(14.1)
- Financial liabilities - interest bearing loans and
borrowings due in more than one year (296.2)
Deferred tax
(29.0)
Net assets acquired (224.7)
Goodwill 225.7
1.0
Consideration:
Cash 1.0
Total Consideration 1.0
The acquisition will scale the Group's 'Wealth & Savings' vertical,
further diversify the Group's revenue by materially increasing the Group's
recurring revenues through subscriptions and extending the Group's reach in
the North American market, deepen the Group's existing presence in the 'B2B
Pro Technology' vertical and enhance the Group's 'Knowledge' vertical with
high subscription rates and growth potential. Goodwill is attributable to the
synergies of the combined Group and the opportunities noted above. The
intangibles recognised, including goodwill, are not expected to be deductible
for tax purposes.
Included within the Group's results for the period are revenues of £63.0m
from Dennis. Given that Dennis is now fully integrated and using the Group's
shared back office functions it is impractical to disclose the profit before
tax generated as it is not monitored at this level internally.
The acquisition was completed on the first day of the financial year and so
the amounts included within the Group's results reflect its ownership for the
full period.
Gross trade receivables were £5.6m on acquisition, of which £5.2m were
expected to be recovered.
Acquisition of WhatCulture
On 23 March 2022, the Group acquired WhatCulture, an entertainment based
website, for total consideration of £22.3m. WhatCulture further strengthens
Future's position in video, notably with its expertise in the monetisation on
YouTube and will benefit from the Future proprietary technology stack and
operating model to drive the platform effect whilst bolstering Future's gaming
and entertainment verticals, forming part of the Group's UK cash generating
unit.
The provisional impact of the acquisition on the consolidated balance sheet
was:
Provisional
Fair value
£m
Tangible assets
- Land and buildings 0.4
Cash 3.6
Trade and other receivables 0.3
Corporation tax payable (0.4)
Trade and other payables (0.1)
Net assets acquired 3.8
Goodwill 18.5
22.3
Consideration:
Cash 17.8
Deferred consideration 4.5
Total Consideration 22.3
Goodwill is attributable to the opportunities that exist to further monetise
the Group's brands and audience and is not expected to be deductible for tax
purposes.
The fair values included for the WhatCulture acquisition are described as
'provisional' as the acquisition occurred within one month of the balance
sheet date and so further time is required in order to fully ascertain the
fair value of assets and liabilities acquired.
17. Post balance sheet events
On 10th May 2022 the Group announced the acquisition of WhoWhatWear, a leading
digital-only women's lifestyle publisher based in the US from Clique Brands
Inc for consideration of $120m.
WhoWhatWear is a brand highly-regarded by both consumers and advertisers with
a strong social presence and diverse revenue streams ranging from digital
advertising to eCommerce. The publisher has 12m online users (source:
GoogleAnalytics) and 10m social followers, with around 90% of its unaudited
2021 revenue ($38m) being generated from the US.
The acquisition further strengthens Future's position in the Women's Lifestyle
vertical and gives the Group greater scale and reach in North America to
further monetise its audience. Combined with the Group's existing business,
Future will become the 6th largest Beauty and Fashion publisher in the US
(source: ComScore).
With Future's content already reaching 1 in 3 adults online in the US, the
transaction will accelerate Future's scale and revenue opportunities in the
US. The Group's existing Women's Lifestyle brands will benefit from
WhoWhatWear's leading direct advertising sales capabilities, whilst
WhoWhatWear will benefit from Future's proprietary technology stack and
operating model to drive the platform effect.
The acquisition will be funded from the Group's existing debt facilities and
is expected to complete in June 2022 following US regulatory approval.
Following the acquisition, leverage is expected to remain at under 2x Adjusted
EBITDA.
On 17th May 2022 the Group exercised the first one year extension option and
also increased the size of its Revolving Credit Facility ('RCF') from £400m
to £500m. The enlarged and extended facility is now repayable in July 2025
and there were no changes to covenants arising as a result.
Statement of Directors' responsibilities
We confirm that to the best of our knowledge:
• the condensed set of financial statements has been prepared in accordance
with IAS 34 Interim Financial Reporting in conformity with the requirements of
the Companies Act 2006;
• the interim management report includes a fair review of the information
required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.
A list of current Directors is maintained on the Future plc website,
www.futureplc.com
By order of the Board
Directors
Richard Huntingford
Independent Non-Executive Chairman
Zillah Byng-Thorne
Chief Executive Officer
Penny Ladkin-Brand
Chief Financial Officer
Hugo Drayton
Senior Independent Non-Executive
Alan Newman
Independent Non-Executive
Rob Hattrell
Independent Non-Executive
Meredith Amdur
Independent Non-Executive
Mark Brooker
Independent Non-Executive
Angela Seymour-Jackson
Independent Non-Executive
17 May 2022
The maintenance and integrity of the Future plc website is the responsibility
of the Directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Independent review report to Future plc
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
March 2022 which comprises the consolidated income statement, consolidated
balance sheet, the consolidated statement of changes in equity, the
consolidated cash flow statement and related notes 1 to 17. We have read the
other information contained in the half-yearly financial report and considered
whether it contains any apparent misstatements or material inconsistencies
with the information in the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the Group will be
prepared in accordance with United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Financial
Reporting Council for use in the United Kingdom. A review of interim financial
information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and consequently does
not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 March 2022 is not prepared, in
all material respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Use of our report
This report is made solely to the company in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim
Financial Information Performed by the Independent Auditor of the Entity"
issued by the Financial Reporting Council. Our work has been undertaken so
that we might state to the company those matters we are required to state to
it in an independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company, for our review work, for this report, or for the
conclusions we have formed.
Deloitte LLP
Statutory Auditor
Reading, United Kingdom
17 May 2022
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