REG - National World PLC - Results for the year ended 30 December 2023
21/03/2024 07:00
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RNS Number : 7570H National World PLC 21 March 2024
National World plc
("National World", "the Group" or "the Company")
Results for the year ended 30 December 2023
FY23 Adjusted EBITDA of £9.5m, 6% above expectation
Digital revenues up 13%
Dividend up 10% to 0.55 pence per share subject to shareholder approval
Highlights
Adjusted results* Statutory results
2023 2022 2023 2022
£m £m £m £m
Revenue 88.4 84.1 88.4 84.1
EBITDA 9.5 9.7 4.5 6.8
Operating profit 9.1 9.3 2.6 5.2
Profit before tax 9.7 9.3 3.1 5.1
Earnings per share (pence) 2.8 2.9 1.0 2.0
Dividend per share (pence) 0.5 nil
* Adjusted results are before non-recurring items, amortisation of intangible
assets and implementation of IFRS 16. Note 17 provides a reconciliation
between Statutory and Adjusted results.
Commenting on the results, Chairman David Montgomery, said
"National World has continued to live up to its objectives in its third year
of operation. Amidst further consolidation plus cost efficiency and
productivity enhancements the pace of the operating model change has
accelerated with initiatives embedded in both the heritage portfolio and newly
acquired assets.
"The future model is based on original and expert content in specific sectors
and genres to better serve both consumers and advertisers. Examples are
business information, including events and the transformation of premium
brands to populate all platforms reaching a wider, increasingly global
audience.
"Several market leading initiatives, particularly in video and the launch of
our local social media platform "Your World," will further add value in 2024.
At the same time, we have demonstrated the beneficial impact of extending our
infrastructure to bolt-on a range of content businesses. We will continue to
examine acquisition opportunities."
● Robust revenue with growth of 5% including strong digital revenue
growth of 13%.
● Annualised costs savings of £6.0 million, with restructuring costs
of £3.6 million expensed in the period.
● Strong balance sheet with financial flexibility, closing cash
balance of £10.7 million at 30 December 2023 (2022: £27.0 million). After
£12.9 million cash consideration for seven acquisitions, £2.5 million final
deferred consideration payment for JPIMedia and repayment of £1.0 million
loan note.
● Maiden dividend of 0.5 pence per share paid during 2023 and FY23
dividend of 0.55p subject to shareholder approval and payable in July 2024.
Operational highlights:
● Seven acquisitions completed in the period, contributing revenues
of £10.5 million and adjusted EBITDA of £1.7 million, with the bulk of
this flowing in the second half, (with Insider Media acquired in April and MNA
and PCS in September). The Group paid a total consideration of £14.4 million,
(£12.9 million consideration net of cash acquired) funded from its existing
cash resources. In 2024, the acquisitions are expected to more than double
their EBITDA contribution.
● Video enters the forefront of content creation with one quarter of
journalists fully trained. In 2023, video revenue has grown to £1.5 million,
87% year-on-year growth with 398 million video views (+12% year-on-year).
● Over 139 million average monthly page views, 25% year-on-year growth
including 8% from acquisitions. In H2 2023 we launched a TV brand - Shots! -
to further leverage our content model, showcase our talent in longer form
formats and bring our content to viewers in high engagement environments. The
brand currently airs on Freeview channel 276 as well as both live and on
demand on ShotsTV.com. Shots! has already added over 35,000 hours of viewing
to our audience engagement over the initial September-December period.
● In 2023 we started a process of refocusing and upgrading our digital
offering, with new apps and websites being introduced, starting with the
premium brands, The Scotsman, Yorkshire Post and the NewsLetter. The Scotsman
achieved a 7% annual subscription growth in 2023 since the changes were
implemented. With the new products now in place we are well set to increase
our loyal customer base even further in 2024, despite the possible market
changes to cookies.
● With a strategy to increase our UK-wide reach, coverage and scale we
took a further major step forward in launching standalone news websites in
major cities and conurbations across the UK. Derbyworld.co.uk
(http://derbyworld.co.uk/) and Nottinghamworld.co.uk
(http://nottinghamworld.co.uk/) were launched to strengthen our market
position in the Midlands.
● As part of our transition to a sustainable operating model and the
focus on talent and expert and original content, the Company is redeploying
its journalists on the basis of individual specialisms that will sharpen the
competitiveness of the business and promote career advancement.
Current trading and outlook
The Group maintains its guidance for 2024 to deliver revenue of £100 million,
with an improved EBITDA margin.
In Quarter 1 2024, our EBITDA is slightly higher than internal expectations
with total revenue slightly lower than internal expectations. There is still
some continuing market volatility as audience and programmatic yields are
impacted by algorithm changes by the global social media platforms.
Management's continuing development of a sustainable and independent revenue
model addresses these headwinds. Initiatives include focus on an original
quality content agenda across all platforms that does not duplicate other
providers as well as further technology enhancements to gather greater volumes
of content and streamline production.
In addition, we will continue to pursue acquisition opportunities, primarily
targeting businesses that will enhance the Group's digital capability.
Enquiries
National World plc
David Montgomery
c/o Montfort Communications
Dowgate Capital Limited +44 (0)20 3903 7715
David Poutney
James Serjeant
Montfort Communications
Nick Miles +44 (0)77 3970 1634
Olly Scott +44 (0)78 1234 5205
Forward looking statements
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this announcement are
based on certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the
Company's operations, results of operations, growth strategy and liquidity.
Whilst the Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect. Save as
required by applicable law or regulation, the Company undertakes no obligation
to release publicly the results of any revisions to any forward-looking
statements in this announcement that may occur due to any change in the
Directors' expectations or to reflect events or circumstances after the date
of this announcement.
Chairman's statement
In 2023 your company pursued its twin strategy of organic development
and augmentation of revenue through a number of acquisitions.
2023 delivered Adjusted EBITDA of £9.5 million, Digital revenues +13%,
Dividend of 0.55 pence per share recommended subject to shareholder approval
Overview
National World plc acquired its first heritage businesses in January 2021,
fully aware that constant and radical change would be the prime feature in
evolving a sustainable publishing model and that specifically included
further sector consolidation.
After an initial fundraise of £21 million, the subsequent three-year period,
(2021 to 2023) has seen the Group report Adjusted EBITDA totalling £29.3
million, with a remaining cash balance of £10.7 million at the end of 2023
and revenue in 2024 of £100 million, supported by higher digital revenues,
with a growing margin of more than 10 per cent.
Not bad for a start-up in the midst of the pandemic.
To illustrate this shift further, the original business National World plc
acquired in 2021 owned a limited brand portfolio with 1,500 employees. Today
our Group employs less than 1,200 - more productive - employees presiding over
a significantly increased array of brands and assets with multiple routes to
monetisation. Our approach has been both organic and inorganic and we have
made substantial progress in transforming the brands and businesses under our
stewardship. Our intent remains to sweep away the last vestiges of an
industrial print business to create a professional model with every individual
making and being recognised for their unique contribution.
The maiden final dividend paid in relation to 2022 (the third year of
operation) was 0.5p per share and a further final dividend of 0.55p per share
is recommended in respect of 2023, subject to approval by shareholders at the
forthcoming Annual General Meeting and payable in July 2024. The dividend will
be paid on 10 July 2024 to shareholders on the register at 7 June 2024.
Strategy
At the turn of the century news providers competed amongst themselves for
audience. Today the news media has to struggle for attention against all other
content globally - some of it purporting to be news - but primarily the
online streamers that disseminate entertainment, information and distraction
products to every device.
Alongside that, the sector is still experiencing unfair competition from the
social media platforms. The Media Bill passing through the UK Parliament
should redress this balance by assisting publishers in receiving fair payment
for content. At the same time the Company has been in the forefront of the
campaigning against predatory behaviour by the BBC which uses taxpayer funds
to compete online, threatening local independent journalism. It is remarkable
that the BBC, financed by a compulsory tax, is permitted to enforce its
monopoly in the news sector month after month. In January 2024, 3.1 billion
page views for BBC News dwarfed the combined total of the UK's 28 leading
independent news sites, including MailOnline, The Sun and, of course, National
World. In no other sector would such an unfair market be tolerated
by regulators.
In 2024 National World will begin to unveil several initiatives designed to
pivot the Group towards growth for the first time in two decades.
Our strategy is to transition from a media business with a specific expertise
in news journalism, restricted by geographical focus, to a wider content
agenda distributed across all platforms.
Consolidation and the augmentation of revenues through newly-acquired content
businesses are part of the strategy. But both long-standing local brands new
to the portfolio and other assets, such as events and business information,
are all being subjected to organic enhancement based on our new operating
model that is less dependent on news provision. The Company is seizing the
opportunity to gain wider engagement of audiences already groomed by social
media and supplied by sophisticated technology.
This transition has been underway for most of the Company's existence and has
resulted in a restructure of resources, culminating in a talent review to
optimise the individual skills within the business while dismantling the
remaining industrial hierarchies and ensuring a rewards system fully
recognising individual talent.
Instead of duplicating the market, the routine approach of conventional news
providers, National World will specialise in original and expert content that
is monetisable across multiple formats and channels. in consumer and
marketing sales. Subscriptions and paid content will feature across many
activities including the premium print titles, sport, culture and business
coverage together with a focus on affiliates revenue.
We continue to train our journalists in video production and are
self-sufficient in editing and flighting this content. We have a national
footprint, having established a presence in all major UK metropolitan areas
with our mid-market World brands portfolio. Our Freeview channel Shots! is up
and running featuring football, true crime investigations and life around the
UK.
In the months ahead our local social media network platform "Your World" will
be launched with a significant improvement in content and service for around
50 of our heritage brands. This comes with IP developed internally and with
partners that may be viable as a marketable asset to service other media
operators.
For the first time this century these brands will be able to boast of having
100 per cent local content and the re-establishment of a marketplace through
online engagement.
AI has been harnessed to boost local video advertising sales, video news
bulletins and automated print pages. We are currently producing around 200
pages per week through AI production and aim to increase this to around half
of all pages produced for our weekly titles by the end of 2024. We are seeing
promising signs of accelerating growth.
At a national level our business to business information capability, acquired
through Insider Media in 2023, will be leveraged to provide a news service
covering most medium to large UK companies.
We have recently established a central team to guide the origination of
content to targeted audiences at both local and national level to boost
customer revenues through subscription and e-commerce as well as
strengthening advertising yields.
These measures are efficient but the real value is to provide a better service
for commercial customers, readers and users. We expect to remove all generic
content from our papers, replacing this with exclusively local or original
content by the year end. Most importantly, these innovations will free up
time for journalists to focus on high grade content. For instance, the company
is now producing many hours of broadcast television every week, having
launched the Shots! Freeview TV channel in August 2023.
Expanding the portfolio
In the second half of 2023 National World competed in the aborted auction for
The Telegraph. The conclusion of its ownership change is still in doubt but
the opportunity was in line with both the founding principles of National
World - that it would be a consolidator in the sector - and its ability to
leverage both its infrastructure to extract significant synergies and its
proven management expertise.
Our view remains that National World remains the best qualified among the
various candidates for such a deal both in terms of industry qualification and
also editorial independence, as well as the absence of any competition
issues.
More widely, extracting value for shareholders in spreading our current
infrastructure to efficiently support more assets should continue as a
priority as the benefits are manifest.
Our acquisition of the Midlands News Association titles has demonstrated the
value of integrating businesses in our current infrastructure with an
anticipated doubling of profitability within the first year of ownership. On
behalf of all shareholders the Company would be derelict in its duty if it
did not explore further opportunities with the scale of such benefits.
Smaller contiguous acquisitions in Northern Ireland and Yorkshire solidified
our asset base in those territories. In all cases the acquired titles have
benefited from the Group's organic initiatives including video, especially for
local advertising sales, as well as augmenting expert content in key sectors,
including technology, public services, local authorities and rural affairs.
Insider Media is an example of the Company's increased focus on expert talent
and journalism on all platforms. This acquisition is consistent with the
policy to resource original, monetisable content in order to rise above the
noise of a duplicative traditional news market. The business information team,
of 26 editors and senior journalists, that specialises in daily newsletters,
magazines, events and breaking stories online has an unrivalled network of UK
and Ireland corporate contacts. This enables Insider to grow as an individual
business as well as leveraging its capabilities across many
portfolio brands. The launch of financial information and business coverage
will roll out amongst key brands on all platforms including TV and video. In
the premium brands this service, combined with events and conferences, will
assist subscriber loyalty.
In summary, management will concentrate on delivering short term gains through
further efficiency and consolidation but will not be distracted from combining
this with the introduction of a new operating model for longer-term growth
and sustainability. Importantly, the Board believes that, strategically and
operationally, your Company has a stronger and broader platform from which to
deliver further progress in 2024.
Operational highlights
· For the seven acquisitions completed in the period, the Group
paid a total consideration of £14.4 million, (£12.9 million consideration
net of cash acquired) funded from its existing cash resources. In the period,
the acquisitions contributed revenues of £10.5 million and adjusted EBITDA
of £1.7 million, with the bulk of this flowing in the second half, (with
Insider Media acquired in April and MNA and PCS in September). In 2024, the
acquisitions are expected to more than double their EBITDA contribution.
· Momentum behind our fast-growing video segment continues to build
as our customer proposition transitions towards watching as well as reading.
We now create large volumes of original, high-quality video produced by our
network of journalists alongside user generated content and distributed across
our website portfolio as well as social media and partner platforms. In 2023
continuing growth in output and audience supported annual video revenue growth
of 87%. Our audience for video has grown by 12%, with 398 million video views
on Group channels in 2023, compared to 357 million in 2022.
· In H2 2023 we launched a TV brand - Shots! - to further leverage
our content model, showcase our talent in longer form formats and bring our
content to viewers in high engagement environments. The brand currently airs
on Freeview channel 276 as well as both live and on demand on ShotsTV.com.
Shots! has already added over 35,000 hours of viewing to our audience
engagement over the initial September-December period.
· We started in 2023 a process of refocusing and upgrading our
digital offering, with new apps and websites being introduced, starting with
the premium brands, The Scotsman, Yorkshire Post and the Newsletter. The
Scotsman achieved a 6% annual subscription growth in 2023 since the changes.
With the new products now in place we are well set up to increase our loyal
customer base even further in 2024, despite the possible market changes to
cookies.
· As part of our transition to a sustainable operating model and
the focus on talent and expert and original content, the Company is
redeploying its journalists on the basis of individual specialisms that will
sharpen the competitiveness of the business and promote career advancement.
Trading
The Group delivered a strong performance despite the challenging
macro-economic environment, with revenue of £88.4 million and adjusted EBITDA
of £9.5 million. Highlights of the financial performance are:
· Operating profit of £9.1 million, adjusted EBITDA of £9.5
million, representing an EBITDA margin of 10.7%.
· Strong performance despite the challenging trading environment
with revenue up 5% to £88.4 million.
· Robust digital revenue growth, up 13% year-on-year to £18.4
million. Digital revenue improved by 13% overall, with growth of 20% in the
second half of the year benefiting from acquisitions, stronger yields and
increased video advertising. In the period, the Group achieved average
monthly page view growth of 25% with an average audience of 139 million,
compared to 111 million in the prior period. Page view growth was 21% in the
first half, followed by 30% growth in the second half, aided by
acquisitions.
· Print advertising revenue declined by 1% and circulation revenue
declined by 3%, reflecting the continued subdued consumer confidence in
the UK economy because of higher inflation and interest rates.
· Investment. We invested £3.3 million in digital content,
development and launches, in addition to £1.4 million on capitalised digital
development and equipment that we anticipate will deliver further growth in
2024. Further investment of £1.4 million is planned for 2024.
· Incremental cost savings of £1.9 million were delivered in the
period with restructuring costs of £3.6 million. The restructuring and other
cost saving actions have generated £6.0 million of annualised cost savings.
Adjusted EBITDA reduced to £9.5 million (2022: £9.7 million) with an EBITDA
margin of 10.7% (2022: 11.5%). Tight management of working capital ensured the
Group delivered an operating cash flow of £8.0 million (2022: £12.0 million)
before the payment of non-recurring costs of £3.6 million (2022: £2.5
million). Adjusted financing income was £0.6 million (2022: £Nil cost) and
statutory financing income was £0.5 million (2022: £0.1 million cost)
including IFRS 16 lease finance costs.
Statutory profit before tax of £3.1 million, is a £2.0 million decrease on
the £5.1 million profit before tax reported in the prior period, due to a
lower operating profit of £0.9 million and increased non-recurring items of
£1.7 million, partly offset by £0.6 million of interest income. Adjusted
profit before tax increased by 4% year-on-year to £9.7 million.
The statutory earnings per share were 1.0 pence per share (2022: 2.0 pence per
share) and adjusted earnings per share for the period were 2.8 pence per share
(2022: 2.9 pence per share).
Financial position
The Group maintains a strong financial position with a cash balance of £10.7
million at the year end, after payment of the Group's first dividend to
shareholders, totalling £1.4 million, payment of £12.9
million consideration for the acquisitions completed in the period, (net of
cash acquired), repayment of the final tranche of the £2.5 million deferred
consideration payable following the 2021 acquisition of JPIMedia Publishing
Limited and its subsidiaries and £1.0 million loan notes repaid, making the
Group debt free.
Dividend
The Group intends to pay a final dividend of 0.55 pence per share in relation
to the FY2023 financial performance. Subject to approval by shareholders at
the forthcoming Annual General Meeting, the dividend will be paid on 10 July
2024 to shareholders on the register at 7 June 2024. The Board continues to
adopt a progressive dividend policy.
Board
We are very pleased to welcome Sheree Manning as Chief Financial Officer and
an Executive Director to the Board, an appointment which took place in
November 2023.
Employees
On behalf of the Board, I acknowledge the hard work and commitment of
colleagues across the Group and welcome new colleagues who have joined the
organisation through acquisitions during the course of 2023.
National World continues to focus on the development of a sustainable
publishing business and we thank you all for your support as we build a new
model and for providing your talent and creativity at an individual level to
optimise the collective effort despite the continued
challenging backdrop, economically and in the sector.
Outlook
The Group maintains its guidance for 2024 to deliver revenue of £100 million,
with an improved EBITDA margin.
In Quarter 1 2024, our EBITDA is slightly higher than internal expectations
with total revenue slightly lower than internal expectations. There is still
some continuing market volatility as audience and programmatic yields are
impacted by algorithm changes by the global platforms.
Management's continuing development of a sustainable and independent revenue
model addresses these headwinds. Initiatives include focus on an original
quality content agenda across all platforms that does not duplicate other
providers as well as further technology enhancements to gather greater volumes
of content and streamline production.
In addition, we will continue to pursue acquisition opportunities, primarily
targeting businesses that will enhance the Group's digital capability.
David Montgomery
Executive Chairman
21 March 2024
Financial review
Introduction
This Financial review provides commentary on the Group's statutory and
adjusted results for the 52 weeks ended 30 December 2023 (2022: 52 weeks ended
31 December 2022).
Basis of presentation of results
Adjusted results are presented to provide additional clarity and understanding
of the Group's underlying trading. Adjusted results are before the
implementation of IFRS 16, the amortisation of intangible assets and
non-recurring items. A reconciliation between Statutory and Adjusted results
is shown in Note 17.
The seven acquisitions completed in the period are accounted for in the
Consolidated Group results from the date of acquisition in 2023 and therefore
are not included in the 2022 comparatives.
Results for the 52 weeks ended 30 December 2023
The Group delivered a robust performance in 2023, bolstered by the seven
acquisitions completed throughout the period.
Adjusted results* Statutory results
2023 2022 2023 2022
£m £m £m £m
Revenue 88.4 84.1 88.4 84.1
Operating costs (78.9) (74.4) (78.6) (73.7)
Depreciation and amortisation (0.4) (0.4) (1.8) (1.5)
Operating profit pre non-recurring items 9.1 9.3 8.0 8.9
Non-recurring items - - (5.4) (3.7)
Operating profit 9.1 9.3 2.6 5.2
Net finance income / (expense) 0.6 - 0.5 (0.1)
Profit before tax 9.7 9.3 3.1 5.1
Tax (charge) / credit (2.2) (1.8) (0.4) 0.1
Profit after tax 7.5 7.5 2.7 5.2
EBITDA 9.5 9.7 4.5 6.8
Earnings per share (pence) 2.8 2.9 1.0 2.0
*Adjusted results are before non-recurring items, amortisation of intangible
assets and implementation of IFRS 16. Note 17 provides a reconciliation
between Statutory and Adjusted results.
The Group delivered revenue of £88.4 million and adjusted operating profit of
£9.1 million (2022: £84.1 million and £9.3 million respectively) reflecting
an operating margin of 10.3% (2022: 11.1%). Adjusted EBITDA was £9.5
million (2022: £9.7 million), reflecting an EBITDA margin of 10.7% (2022:
11.5%).
Statutory operating profit was £2.6 million after non-recurring items of
£5.4 million reversing the net impact of implementing IFRS 16 (£0.1 million
credit) and after amortisation of publishing rights and titles and digital
assets (£1.0 million).
Non-recurring items of £5.4 million includes £3.6 million restructuring
costs to deliver £6.0 million of annualised cost savings, £1.2 million of
incomplete acquisition costs, £0.4 million of acquisition transaction costs,
£0.1 million property rationalisation costs and £0.1 million of ROUA
impairment costs.
Adjusted financing income was £0.6 million (2022: £Nil million) comprising
£0.7 million of interest income, offset by £0.1 million interest on the
£1.0 million interest only unsecured loan notes, which was repaid on 29
December 2023. Statutory financing income of £0.5 million (2022: £0.1
million financing cost) is £0.1 million lower than adjusted financing income
as this includes the interest for IFRS 16 lease liabilities.
Adjusted profit before tax of £9.7 million is an improvement of £0.4 million
compared to the prior year, reflecting a consistent operating profit
performance and benefiting from higher finance income.
Statutory profit before tax was £3.1 million, compared to a prior year
Statutory profit before tax of £5.1 million. The £2.0 million reduction is
due to higher non-recurring costs in 2023 compared to the prior year.
The Statutory tax charge was £0.4 million, (2022: £0.1 million tax credit)
and relates to a deferred tax movement with brought forward losses utilised in
the period against taxable profits and remaining tax losses fully recognised
in the period. At the period end, the Group has brought forward losses of
£17.9 million recognised as a deferred tax asset (2022: £18.8 million
recognised). The adjusted tax charge of £2.2 million (2022: £1.8 million)
reflects an effective tax rate of 23% (2022: 25% blended rate) and does not
benefit from the brought forward tax losses so as to provide a more meaningful
and comparable financial result.
Earnings per share for the period were 1.0 pence per share (2022: 2.0 pence
per share). Adjusted earnings per share for the period were 2.8 pence per
share (2022: 2.9 pence per share). The fall in adjusted earnings per share
reflects the May 2023 share issue required to satisfy the value creation share
award.
Revenue
The table below provides a summary of revenue for the 52 weeks ended 30
December 2023 with comparatives for the 52 weeks ended 31 December 2022.
Events revenue for 2022 has been reclassified in the table below to separately
report £1.4 million of Events revenue within the Other revenue category,
which was previously reported within Print Advertising £1.1 million and Print
Other £0.3 million. There is no change to the Total Revenue reported in
either year. This reporting change aligns to the Group's strategic focus on
Events following the acquisition of Insider Media Limited and its subsidiary
Newsco Insider Limited. For 2023, £4.0 million of Events revenue is
reported, which would have been reported as Print Advertising £1.2 million
and Print Other £2.8 million under the former revenue reporting format.
Revenue for the full year improved by £4.3 million to £88.4 million, a 5%
year on year increase in a challenging trading environment with the benefit
from acquisitions.
2023 2022 Change Change
£m £m £m %
Print Publishing Revenue 63.6 64.9 (1.3) (2%)
Advertising 30.4 30.8 (0.4) (1%)
Circulation 30.6 31.6 (1.0) (3%)
Other 2.6 2.5 0.1 4%
Digital Publishing Revenue 18.4 16.3 2.1 13%
Advertising 11.6 9.6 2.0 20%
Subscriptions 1.5 1.6 (0.1) (6%)
Other 5.3 5.1 0.2 5%
Other Revenue 6.4 2.9 3.5 120%
Editorial funding 1.8 1.5 0.3 20%
Events 4.0 1.4 2.6 191%
Other 0.6 - 0.6 0%
Total Revenue 88.4 84.1 4.3 5%
Print revenue
Print revenue comprises all revenue driven by the local newspaper titles,
including all digital revenue packages sold with print. Print revenue fell by
2% overall, with the second half of the year up 8%, benefiting from
acquisitions.
Print Advertising revenue fell by 1% year on year. In the first half, revenue
declined 13% on the prior year due to a continued uncertain trading
environment. Following the acquisitions of Midland News Association Limited
and Insider Media Limited, year on year performance grew by 12% in the second
half of the year.
Circulation revenue fell by 3% year on year with a decline of 9% in the first
half and growth of 4% in the second half. Average monthly circulation volumes
in the period were 1.6 million for the daily newspapers and 0.8 million for
the weekly newspapers representing an annual decline of 11% and 10%
respectively. The impact of falling volumes was partially mitigated by cover
price increases, in addition to contributions from titles acquired during
2023. The second half circulation year on year volume decline for daily
newspapers improved to -4% from -18% in the first half and weekly newspapers
improved to -7% from -12%. Free distribution increased by +66% year on year,
due to the acquisition of the Dearne Valley Weekender in May and MNA titles in
September.
The Group continues to have a strong print subscriber base with print
subscription revenue of £3.0 million (reported within circulation revenue),
flat year on year which is lower than the overall circulation revenue decline
of 3%.
Other revenue, which includes syndication, leaflets and waste sales grew by
4%.
Digital revenue
Digital revenue comprises all revenue sold programmatically, digital-led
direct sales, subscriptions, syndication and revenue generated from the Google
and Facebook content initiatives.
Digital revenue increased by 13% year on year, with growth of 7% in the first
half, moving to 19% in the second half with contribution from the acquisitions
of Midland News Association Limited and Insider Media Limited.
Digital advertising revenue grew by 20% year on year, with revenue growth of
30% in the second half. Advertising revenue is predominantly driven by
audience and the Group had average monthly Page Views (PVs) of 139 million
(2022: 111 million PVs), growth of 25% including acquisitions or 8% excluding
acquisitions. In 2023, video revenue has grown to £1.5m, 87% year-on-year
growth with 398 million video views (+12% year-on-year).
Subscription revenue decline of 6% to £1.5 million is due to a
re-prioritisation of strategy from subscriptions to audience growth and
engagement in our heritage network, which resulted in a decline from our City
World segment in both volume and revenues from digital subscriptions of -16%.
We saw growth across our premium brands, refocusing and upgrading our digital
offering, with new apps and websites being introduced, starting with The
Scotsman, Yorkshire Post and the NewsLetter. The Scotsman achieved a 7% annual
subscription growth in 2023 since the changes. With the new products now in
place we are well set up to increase our loyal customer base even further in
2024, despite the possible market changes to cookies. The digital subscription
model on Express and Star and Shropshire Star was successfully launched in
2023. At the end of 2023, the Group had over 17,700 subscribers (December
2022: 17,000), with 7,400 from our Premium brands (2022: 7,100), offsetting
the volume decline in the City World portfolio and ensuring we delivered
digital subscriber growth of 5% year on year.
Other digital revenue grew by 5% year on year and includes revenue of £2.3
million from the Google content initiatives and £0.6 million from the Meta
News Innovation agreement which ended in January 2024 (2022: £2.8 million
Google / Meta).
Other revenue
Editorial funding reflects grants from the BBC for local democracy reporters
and from Meta for the funding of 58 journalists.
Events revenue grew 191% reflecting the contribution from Insider Media
Limited acquired on 30 April 2023.
Other revenue relates to recently acquired Press Computer Systems Limited.
Operating Costs
Operating costs for the 52 week period to 30 December 2023 are £85.4 million
on a statutory basis and £79.3 million on an adjusted basis.
Adjusted results Statutory results
2023 2022 2023 2022
£m £m £m £m
Labour 44.4 41.6 44.4 41.6
Newsprint and production costs 12.6 12.5 12.6 12.5
Depreciation and amortisation 0.4 0.4 1.8 1.5
Other 21.9 20.3 21.6 19.6
Total operating costs before non-recurring costs 79.3 74.8 80.4 75.2
Non-recurring items - - 5.4 3.7
Total operating costs 79.3 74.8 85.8 78.9
Adjusted operating costs are before:
● the implementation of IFRS 16 (increase in other costs of £0.3
million and a reduction in depreciation of £0.4 million);
● the amortisation of intangible assets of £1.0 million; and
● non-recurring costs of £5.4 million.
During the period, the Group initiated a restructuring programme to drive
efficiencies and tightly manage all operating costs in line with revenue
performance, which delivered incremental cost savings of £1.9 million in 2023
and annualised cost savings of £6.0 million.
Labour costs
The Group employed an average of 1,169 employees during the period with 1,251
employees as at 30 December 2023 (2022: 1,167 employed during the period and
1,099 employees at 1 January 2022).
Newsprint and production costs
Newsprint and production costs continue to be tightly managed with price
increases in the first half of the year partially mitigated by reduced print
volumes, lower pagination and portfolio changes. Across the full year
newsprint prices have reduced by 5% year on year with price benefit coming
through in the second half of the year.
Depreciation and amortisation
Adjusted depreciation relates to the tangible fixed assets, largely computer
equipment and property related items, with a charge of £0.4 million for the
period (2022: £0.4 million). Statutory depreciation and amortisation is £1.4
million higher and includes amortisation of intangible assets of £0.5
million, amortisation of Digital Publishing assets of £0.5 million and
depreciation of Right of use assets (ROUA) of £0.4 million.
Other
Other costs comprise events costs, property, IT, digital product,
administration and other operating costs. Adjusted costs of £21.9 million
are £0.3 million higher than Statutory other costs as they are before IFRS 16
costs.
Non-recurring items
Non-recurring items of £5.4 million (2022: £3.7 million) comprise of:
2023 2022
£m £m
Restructuring and redundancy costs 3.6 3.3
Incomplete acquisition costs 1.2 -
Acquisition transaction costs 0.4 -
Property rationalisation 0.1 -
ROUA impairment 0.1 0.1
Aborted transaction costs - 0.3
Total Non-recurring items 5.4 3.7
Non-recurring items include:
● £3.6 million restructuring and redundancy costs have delivered in
year savings of £1.9 million and annualised savings of £6.0 million.
Restructuring costs totalling £2.4 million have been paid in the period with
the remaining £1.2 million payable in 2024;
● £1.2 million of professional advisory fees were incurred in the
period;
● £0.4 million of completed acquisitions professional advisory fees;
● £0.1 million property rationalisation cost and £0.1 million ROUA
impairment relate to the early exit from leased properties as the business
continues to adopt a flexible working policy;
Financing charges
Net finance (income)/expense on a statutory and adjusted basis are:
Adjusted results Statutory results
2023 2022 2023 2022
£m £m £m £m
Interest income (0.7) (0.2) (0.7) (0.2)
Interest expense from leasing arrangements - - 0.1 0.1
Interest on unsecured loan notes 0.1 0.2 0.1 0.2
Net finance (income)/expense (0.6) 0.0 (0.5) 0.1
Interest income of £0.7 million was earned from cash held on deposit with
Barclays bank attracting interest at the BOE base rate less 5 basis points for
the majority of 2023 (2022: £0.2 million).
Interest expense of £0.1 million on the interest-only unsecured loan notes
(2022: £0.2 million). The £1.0 million interest-only unsecured loan notes
were repaid on 29 December 2023. No further interest is due on these loan
notes.
Statutory finance expense includes £0.1 million interest charge on IFRS 16
lease liabilities (2022: £0.1 million).
Profit before tax
Statutory profit before tax of £3.1 million is £2.0 million lower than the
2022 Statutory profit before tax of £5.1 million, due to higher non-recurring
items incurred in 2023 compared to the prior period.
Adjusted profit before tax of £9.7 million is before non-recurring items, the
implementation of IFRS 16 and amortisation of intangible assets (2022: £9.3
million).
Statutory tax credit and effective tax rate
The statutory tax rate for the period is 23.5% (2022: 19%), which was a
blended rate due to the tax rate of 19% in effect for the first quarter of
2023 changing to 25% from 1 April 2023, as substantively enacted by parliament
in May 2021. A statutory tax charge of £0.4 million (11% effective rate)
relates to the deferred tax movement with brought forward losses utilised in
the period against taxable profits and remaining tax losses fully recognised
in the period.
At the period end, the net deferred tax asset of £2.5 million includes £4.5
million of tax losses (gross brought forward losses of £17.9 million
calculated using a corporate tax rate of 25%), offset by £2.0 million of
deferred tax liabilities relating to intangible assets of which £1.5 million
arises on acquisitions made in the period.
The adjusted profit before tax is £9.7 million and the adjusted tax rate is
23% with a £2.2 million adjusted tax charge in the period (2022: £9.3
million profit before tax, £1.8 million tax charge, 19% adjusted tax rate).
The adjusted tax charge does not benefit from the brought forward tax losses
so as to provide a more meaningful and comparable financial result.
EBITDA
Statutory EBITDA for 2023 is £4.5 million (2022: £6.8 million), while
adjusted EBITDA is £9.5 million for the period (2022: £9.7 million). The
higher adjusted EBITDA, compared to statutory EBITDA, reflects the
restructuring driven operating cost savings of £3.6 million in the period.
Earnings per share
Statutory earnings per share for the period were 1.0 pence per share (2022:
2.0 pence per share).
Adjusted earnings per share for the period were 2.8 pence per share (2022: 2.9
pence per share).
Reconciliation of statutory to adjusted operating profits
To ensure that the financial statements provide appropriate insight into the
underlying performance of the Group, additional disclosure has been made on
the financial impact of a number of significant accounting and operational
items and therefore adjusted results are presented.
The adjustments include the cost of restructuring and organisational change,
acquisition and capital raise costs, amortisation of intangible assets and the
impact of implementing IFRS 16. Management believe that it is appropriate to
additionally present the Alternative Performance Measures used by management
in operating the business, as this presents a more meaningful and comparable
financial result.
The adjusted results provide supplementary analysis of the 'underlying'
trading of the Group. The table below presents a reconciliation between
statutory and adjusted results:
2023 2022
£m £m
Statutory operating profit 2.6 5.2
Operating cost charge for IFRS 16 leases (0.3) (0.7)
Depreciation on right of use assets 0.4 0.6
Amortisation of intangible assets 1.0 0.5
Non-recurring items 5.4 3.7
Adjusted operating profit 9.1 9.3
Depreciation on tangible assets 0.4 0.4
Adjusted EBITDA 9.5 9.7
The reconciling items are:
· the implementation of IFRS 16 resulted in a lower charge for
other overheads for leasing costs, increase in depreciation of ROUA and a
finance charge for the IFRS 16 lease liabilities. To ensure there is no
distortion to underlying EBITDA, the IFRS 16 entries have been reversed so the
full cost of IFRS 16 leases is included in other costs. Without this change
EBITDA would be enhanced by £0.3 million (2022: £0.7 million);
· the amortisation charges of intangible assets were £0.5 million
for publishing rights and titles (2022: £0.4 million), £0.4 million for
digital assets (2022: £0.1 million) and £0.1 million for brand intangibles
(2022: £Nil);
· £5.4 million of non-recurring items (2022: £3.7 million).
Balance sheet
As at As at
30 December 2023
31 December 2022
£m £m
Non-current assets 30.4 16.9
Current assets 26.0 38.4
Assets classified as held for sale 1.0 -
Total assets 57.4 55.3
Current liabilities (21.7) (20.5)
Non-current liabilities (0.2) (0.8)
Liabilities classified as held for sale (0.1) -
Total liabilities (21.9) (21.3)
Net assets 35.5 34.0
Net assets increased by £1.5 million from £34.0 million to £35.5 million
reflecting the £2.7 million statutory profit after tax for the period, £0.2
million credit to long-term incentive plan share-based payment charges offset
by £1.4 million dividend paid (in relation to FY2022 financial performance).
Non- current assets
Goodwill and intangible assets have increased by £8.1 million and £6.5
million respectively reflecting acquisitions in the period.
The net deferred tax asset has decreased by £1.7 million to £2.5 million.
The reduction reflects £1.3 million net deferred tax liabilities arising on
acquisitions and £0.5 million tax losses utilised in the period partly offset
by brought forward tax losses which are recognised as deferred tax assets in
the period. Gross brought forward losses of £17.9 million (2022: £18.8
million) are recognised as a deferred tax asset at the period-end, calculated
using a corporate tax rate of 25%.
Current assets
Cash and cash equivalents of £10.7 million reduced by £16.3 million in the
period, with £12.9 million spent on acquisitions (net of cash acquired), the
final £2.5 million deferred consideration payment made to JPIMedia Limited
and £1.4 million dividend paid to shareholders. The Group had robust
operating cash flows in the period with £8.0 million of cash generated from
operating activities before £3.6 million of restructuring costs paid.
Trade and other receivables increase of £4.0 million includes £2.7 million
relating to acquisitions.
Current liabilities
Trade and other payables of £19.9 million (2022: £15.9 million) includes
£4.5 million relating to acquisitions of which £1.0 million is held for MNA
restructuring accruals (for announced restructuring plans) and £1.0 million
for Newsco Insider deferred revenue.
Right of Use lease liabilities have increased by £0.3 million due to acquired
leases net of lease payments.
The £1.0 million interest-only unsecured loan notes were repaid on 29
December 2023.
On 31 March 2023, the final tranche of £2.5 million deferred consideration
payment was made to JPIMedia Limited relating to the acquisition of JPIMedia
Group.
Non-current liabilities
Right of Use lease liabilities of £0.2 million relates to vehicles.
Cash flow
Adjusted Statutory
FY 2023 FY 2023
£m £m
Operating profit for the period 9.1 2.6
Amortisation of intangible assets - 1.0
ROUA and tangible assets depreciation expense 0.4 0.8
ROUA impairment - 0.1
Restructuring costs paid (3.6) -
Charge for share based payment - 0.2
Net increase in provisions - (0.2)
Changes in working capital:
Increase in receivables (0.7) (0.7)
(Decrease))/Increase in payables (2.6) 0.6
Net cash inflow from operating activities 2.6 4.4
Investing activities
Acquisition of subsidiaries (16.5) (16.5)
Cash acquired in subsidiaries 1.5 1.5
Completed transaction costs - (0.3)
Incomplete transaction costs - (0.5)
Interest earned 0.7 0.7
Acquisition of intangible assets (1.7) (1.7)
Purchases of tangible assets (0.4) (0.4)
Net cash outflow from investing activities (16.4) (17.3)
Financing activities
Interest paid (0.1) (0.1)
Dividend paid (1.4) (1.4)
Interest element of lease rental payments - (0.1)
Principal repayment of leases - (0.8)
Debt repayment (1.0) (1.0)
Net cash outflow from financing activities (2.5) (3.4)
Net increase in cash and cash equivalents (16.3) (16.3)
Cash and cash equivalents at the beginning of the period 27.0 27.0
Cash and cash equivalents at the end of the period 10.7 10.7
The conversion of adjusted operating profit of £9.1 million into cash is 63%
(£5.8 million comprising cash inflow from operating activities before
restructuring costs and after purchases of tangible assets).
As at 30 December 2023, the Company held £10.7 million (2022: £27.0 million)
of cash. This is after the maiden dividend relating to FY22 performance of
£1.4 million paid in the period and £15.4 million paid on acquisitions (net
of cash acquired), comprising:
· the final tranche of the £2.5 million of deferred consideration
for the JPIMedia Group acquisition;
· £12.5 million on the business acquisitions (Note 15); and
· £0.4 million for the asset purchases.
Robust operating cash generation, the benefit of restructuring and low capital
expenditure ensured the Group maintains a substantial cash balance and retains
financial flexibility.
Capital Expenditure
During the year, the Group incurred capital expenditure of £1.8 million
including £1.4 million on digital website and product development and £0.4
million on IT equipment, predominantly video equipment and laptops. For 2024,
capital expenditure is expected to be c£2.0 million with continued digital
investment and replacement of certain systems and IT equipment as it
approaches the end of its useful life. Beyond 2024, capital expenditure is
expected to be limited to c£1.5 million per annum.
IFRS 16 lease commitment payments were £0.8 million in 2023, with annual
payments expected to reduce to c£0.4 million over the next three years as the
Group continues to rationalise its property portfolio by moving to more
flexible short term serviced accommodation. The rationalisation of the
property portfolio continued in the period, with three properties fully
vacated as the Group adopted flexible working. A £0.2 million property
rationalisation provision is held at the year-end (Note 13).
Dividends
The Board is committed to provide strong returns to shareholders through a
combination of share price growth and income. To ensure the Group maintains
financial flexibility and an appropriate level of financial headroom for
investment and working capital, dividend payments will be aligned to the free
cash generation of the business. The free cash generation for the purposes of
assessing the dividend will be the net cash flow generated by the Group before
the repayment of debt, dividend payments and other capital returns to
shareholders.
The Group intends to pay a final dividend of 0.55 pence per share in relation
to the FY2023 financial performance. Subject to approval by shareholders at
the forthcoming Annual General Meeting, the dividend will be paid on 10 July
2024 to shareholders on the register at 7 June 2024. The Board continues to
adopt a progressive dividend policy.
Current trading and outlook
The Group maintains its performance expectation for 2024 to deliver revenue of
£100 million, with an improved EBITDA margin.
In Quarter 1 2024, our EBITDA target is slightly higher than internal
expectations with total revenue slightly lower than internal expectations.
There is still some continuing market volatility as audience and programmatic
yields are impacted by algorithm changes in the global platforms.
Therefore, management's continuing development of a sustainable and
independent revenue model addresses these headwinds. Initiatives include focus
on an original quality content agenda across all platforms that does not
duplicate other providers as well as further technology enhancements to gather
greater volumes of content and streamline production.
Management continues to pursue acquisition opportunities, primarily targeting
businesses that will enhance the Group's digital capability.
Position of Company's Business
As at 30 December 2023 the Company's Statement of Financial Position shows net
assets totalling £30.3 million (2022: £28.6 million), including a cash
balance of £2.0 million (2022: £22.0 million) and intercompany receivables
of £17.9 million relating to National World Publishing Limited. The Company
has liabilities of £1.6 million trade and other payables of which £1.1
million were settled in January and February 2024.
The Board Executives have a good history of running businesses that have been
compliant with all relevant laws and regulations and there have been no
instances of non-compliance in respect of environmental matters.
At the period-end, the Company has four Executive Directors and three
Non-Executive Directors (2022: two Executive Directors and four Non-Executive
Directors).
The Company endeavours to ensure that its employment practices consider the
necessary diversity requirements and compliance with all employment laws. The
Board has experience in dealing with such issues and sufficient training and
qualifications to ensure they meet such requirements.
The government of the United Kingdom has issued guidelines setting out
appropriate procedures for companies to follow to ensure that they are
compliant with the UK Bribery Act 2010. The Company has conducted a review
into its operational procedures to consider the impact of the UK Bribery Act
2010 and the Board has adopted an anti-corruption and anti-bribery policy.
Principal Risks and Uncertainties
The principal risks and uncertainties are set out in Note 20.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Preliminary Audited Results
announcement alongside the financial statements in accordance with applicable
law and regulations. This responsibility statement has been prepared in
connection with the Company's full Annual Report for the 52 weeks ended 30
December 2023 and certain disclosures are not included within this Preliminary
Audited Results announcement.
The Directors confirm to the best of their knowledge:
· the consolidated financial statements, which have been prepared
in accordance with United Kingdom adopted international accounting standards
and the applicable legal requirements of the Companies Act 2006, give a true
and fair view of the assets, liabilities, financial position and profit and
loss of the Group; and
· the Preliminary Audited Results announcement includes a fair
review of the development and performance of the business and the position of
the Group together with a description of the principal risks and uncertainties
that it faces.
The report of the Directors was approved by the Board on 21 March 2024 and
signed on its behalf by:
Sheree Manning
Chief Financial Officer
21 March 2024
Consolidated Income Statement
For the 52 weeks ended 30 December 2023
52 weeks ended 52 weeks ended
30 December 2023
31 December
2022
Note £m £m
Continuing operations
Revenue 3 88.4 84.1
Cost of sales (64.1) (63.5)
Gross profit 24.3 20.6
Operating expenses before non-recurring items (16.3) (11.7)
Non-recurring items: 4
Restructuring and redundancy (3.6) (3.3)
ROUA impairment (0.1) (0.1)
Incomplete acquisition costs (1.2) -
Acquisition transaction costs (0.4) -
Onerous property costs (0.1) -
Aborted transaction costs - (0.3)
Total operating expenses (21.8) (15.4)
Operating profit 2.6 5.2
Financing
Finance costs 5 (0.2) (0.3)
Interest income 0.7 0.2
Net finance income/(expense) 0.5 (0.1)
Profit before tax 3.1 5.1
Tax (expense)/credit 6 (0.4) 0.1
Profit after tax from continuing operations 2.7 5.2
Earnings per share 7
Earnings per share - basic 1.0p 2.0p
Earnings per share - diluted 1.0p 1.9p
Note 7 includes the calculation of adjusted earnings per share and Note 17
presents the reconciliation between the statutory and adjusted results.
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 30 December 2023
52 weeks ended 52 weeks ended
30 December 2023
31 December 2022
£m £m
Profit for the period 2.7 5.2
Total other comprehensive profit for the period - -
Total comprehensive profit for the period 2.7 5.2
Consolidated Statement of Financial Position
As at 30 December 2023
As at As at
30 December
31 December
2023 2022
Note £m £m
Non-current assets
Goodwill 8 13.3 5.2
Intangible assets 9 11.6 5.1
Tangible assets 10 1.1 0.9
Investments 1.1 1.1
Right of use assets 11 0.8 0.4
Deferred tax 2.5 4.2
30.4 16.9
Current assets
Inventory - 0.1
Trade and other receivables 15.3 11.3
Cash and cash equivalents 10.7 27.0
26.0 38.4
Assets classified as held for sale 19 1.0 -
Total assets 57.4 55.3
Current liabilities
Trade and other payables (19.9) (15.9)
Borrowings - (1.0)
Lease liabilities 11 (0.8) (0.5)
Deferred consideration - (2.5)
Provisions 13 (0.9) (0.6)
(21.6) (20.5)
Non-current liabilities
Lease liabilities 11 (0.2) (0.3)
Deferred consideration - -
Provisions 13 - (0.5)
(0.2) (0.8)
Liabilities classified as held for sale 19 (0.1) -
Total liabilities (21.9) (21.3)
Net assets 35.5 34.0
Equity
Share capital 14 0.3 0.3
Share premium 14 27.4 24.6
Retained earnings 14 7.8 9.1
Total equity 35.5 34.0
Consolidated Statement of Changes in Equity
For the 52 weeks ended 30 December 2023
Share capital Share premium Retained earnings/ Total equity
(accumulated losses)
Note £m £m £m £m
As at 1 January 2022 0.3 24.6 3.9 28.8
Profit for the period - - 5.2 5.2
Total comprehensive profit for the period - - 5.2 5.2
As at 31 December 2022 0.3 24.6 9.1 34.0
As at 1 January 2023 0.3 24.6 9.1 34.0
Profit for the period - - 2.7 2.7
Total comprehensive profit for the period - - 2.7 2.7
Issue of new ordinary shares 14 2 - 2.8 (2.8) -
Long-term incentive share based payments charge 14 - - 0.2 0.2
Dividend paid to shareholders on 5 July 2023 - - (1.4) (1.4)
As at 30 December 2023 0.3 27.4 7.8 35.5
Consolidated Cash Flow Statement
For the 52 weeks ended 30 December 2023
52 weeks ended 52 weeks ended
30 December 2023
31 December 2022
Note £m £m
Cash flow from operating activities
Cash generated from operations 16 4.4 9.5
Net cash inflow from operating activities 4.4 9.5
Investing activities
Acquisition of subsidiaries 15 (16.5) (2.6)
Cash acquired in subsidiaries 1.5 -
Acquisition transaction costs 4 (0.4) -
Incomplete acquisition costs (0.5) -
Investment in The News Movement - (1.1)
Interest earned 0.7 0.2
Acquisition of intangible assets 9 (1.7) (0.2)
Purchase of tangible assets 10 (0.4) (0.4)
Net cash outflow from investing activities (17.3) (4.1)
Financing activities
Net Interest paid 5 (0.1) (0.2)
Capital repayments of lease payments 11 (0.8) (1.1)
Interest element of lease rental payments 5,11 (0.1) (0.1)
Dividend paid (1.4) -
Debt repayment (1.0) -
Net cash utilised from financing activities (3.4) (1.4)
Net (decrease)/increase in cash and cash equivalents (16.3) 4.0
Cash and cash equivalents at the beginning of the period 27.0 23.0
Cash and cash equivalents at the end of the period 10.7 27.0
Notes to the Consolidated Financial Statements
For the 52 weeks ended 30 December 2023
1. General information
The financial information in the Annual Results Announcement, which comprises
the Consolidated income statement, the Consolidated statement of comprehensive
income, the Consolidated Statement of Financial Position, the Consolidated
Statement of Changes in Equity and the related notes ('Consolidated Financial
Information') in the Preliminary announcement is derived from but does not
represent the full statutory accounts of National World plc.
The statutory accounts for the 52 weeks ended 1 January 2022 have been filed
with Companies House and those for the 52 weeks ended 30 December 2023 will be
filed following the Annual General Meeting on 30 May 2024.
The auditors' reports on the statutory accounts for the 52 weeks ended 30
December 2023 and for the 52 weeks ended 31 December 2022 were unqualified, do
not include reference to any matters to which the auditors drew attention by
way of emphasis of matter without qualifying the reports and do not contain a
statement under Section 498 (2) or (3) of the Companies Act 2006.
Whilst the financial information included in this Annual Results Announcement
has been prepared in accordance with the recognition and measurement criteria
of International Financial Reporting Standards (IFRS), this announcement does
not itself contain sufficient information to comply with IFRS. This Annual
Results Announcement constitutes a dissemination announcement in accordance
with Section 6.3 of the Disclosure and Transparency Rules (DTR). The Annual
Report for the 52 weeks ended 30 December 2023 will be available on the
Company's website at www.nationalworldplc.com
(http://www.nationalworldplc.com) .
National World plc ('the Company') is a public limited company listed on the
London Stock Exchange in England and Wales. The Company is domiciled in
England and its registered office is Suite E3 Joseph's Well, Hanover Walk,
Leeds, United Kingdom, LS3 1AB, United Kingdom. The principal activities of
the Group are to provide news and information services in the United Kingdom
through a portfolio of multimedia publications and websites.
The consolidated Financial Statements of the Company and its subsidiaries
(together referred to as the 'Group') for the 52 weeks ended 30 December 2023
were approved by the Directors on 21 March 2024.
2. Accounting policies
Basis of preparation
These consolidated financial statements have been prepared in accordance with
United Kingdom adopted international accounting standards and the applicable
legal requirements of the Companies Act 2006. The consolidated Financial
Statements were authorised for issue by the Board of Directors on 21 March
2024.
These Financial Statements are presented in British pounds, which is the
functional currency of all entities in the Group. All financial information
has been rounded to the nearest hundred thousand except when otherwise
indicated.
These Financial Statements have been prepared under the historical cost basis.
The consolidated financial statements have been prepared on a going concern
basis.
Going concern basis
The Directors have assessed the Group's prospects, both as a going concern and
its long-term viability, at the time of the approval of National World plc's
Annual Report for the 52 weeks ended 30 December 2023. The Directors consider
it appropriate to adopt the going concern basis of accounting in the
preparation of the Group's annual consolidated financial accounts. The
assessment was based on review of the three year projections for the business
which were considered by the Board when approving the budget for 2024.
Management believe that a longer term assessment is not appropriate given the
ongoing structural challenges facing print media and the changing landscape
for digital. Key considerations in the assessment were:
· decline in newspapers revenue;
· the ongoing impact of the macroeconomic conditions on revenue;
· management's ongoing mitigating actions in place to manage costs
and cash flow;
· capital expenditure requirements, including the ongoing
maintenance capital expenditure requirements; and
· investment in digital resource and development.
Sensitivity analysis was applied to the projections to determine the potential
impact should the principal risks and uncertainties occur, individually or in
combination. The Board also assessed the likely effectiveness of any proposed
mitigating actions.
Whilst the Group strategy is to grow through acquisition and organic
development, no acquisitions have been assumed in the projections as there is
no certainty that acquisitions will be concluded. Prior to proceeding with any
acquisition, the three-year projections will be updated to ensure there is no
adverse impact on the Group prospects or going concern resulting from an
acquisition.
The review concluded that the Group maintained significant financial
flexibility with cash of £10.7 million as at 30 December 2023 and the
Directors are satisfied that the Group will be able to operate with sufficient
financial flexibility and headroom for the foreseeable future, which comprises
the period of at least 12 months from the date of approval of the financial
statements.
The Directors have a reasonable expectation that the Company and the Group
will be able to continue in operation and meet its liabilities as they fall
due over the period of their assessment.
Changes in accounting policies and disclosures
The standards that became applicable for the year did not materially impact
the Group's accounting policies and did not require retrospective adjustments.
Segments
The performance of the Group is presented as a single reporting segment as
this is the basis of internal reports regularly reviewed by the Board and
chief operating decision makers (Executive Directors) to allocate resources
and to assess performance. The Group's operations are located in the UK and
the Group is not subject to significant seasonality.
Alternative performance measures
The Company presents the results on a statutory and adjusted basis. The
Company believes that the adjusted basis will provide investors with useful
supplemental information about the financial performance of the Group, enable
comparison of financial results between periods where certain items may vary
independent of business performance and allow for greater transparency with
respect to key performance indicators used by management in operating the
Group and making decisions. Although management believes the adjusted basis is
important in evaluating the Group, they are not intended to be considered in
isolation or as a substitute for, or as superior to, financial information on
a statutory basis. The alternative performance measures are not recognised
measures under IFRS and do not have standardised meanings prescribed by IFRS
and may be different to those used by other companies, limiting the usefulness
for comparison purposes. Note 17 sets out the reconciliation between the
statutory and adjusted results. An adjusted cash flow and reconciliation to
statutory cash flow is presented in Note 18.
Business combinations
The acquisition of subsidiaries are accounted for using the acquisition
method. The cost of the acquisition is measured at the aggregate of the fair
values at the date of exchange of assets given, liabilities incurred or
assumed and equity instruments issued by the Group in exchange for control of
the acquiree. Acquisition related costs are recognised in the Income Statement
as incurred.
The acquiree's identifiable assets, liabilities and contingent liabilities
that meet the conditions for recognition under IFRS 3, including publishing
titles, are recognised at their fair value at the acquisition date.
Key sources of estimation uncertainty
Impairment of non-financial assets
The Group is required to test, whether non-financial assets (intangible,
goodwill and tangible assets) have suffered any impairment based on the
recoverable amount of its CGUs, when there are indicators for impairment.
Determining whether the CGU is impaired requires an estimation of the value in
use of the CGU to which these assets are allocated. Key sources of
estimation uncertainty in the value in use calculation include the estimation
of future cash flows of the CGU affected by expected changes in underlying
revenues and direct costs as well as corporate and central cost allocations
through the forecast period, the long-term growth rates and a suitable
discount rate to apply to the aforementioned cash flows in order to calculate
the net present value. The discount rate used for all CGU's was 18.1%,
(2022: 19.0%) using the Capital Asset Pricing Method ("CAPM") with a long-term
decline rate in perpetuity of 1.0%.
Valuation judgements
Acquisitions in the period
The Group made four acquisitions in the period that have been treated as
business combinations under IFRS 3, refer Note 15. The acquisitions treated
as business combinations include Bann Media Limited, Insider Media Limited and
Newsco Insider Limited, Midland News Association Limited and Press Computer
Systems Limited.
Provision for expected credit losses ("ECLs") of trade receivables
The Group measures the loss allowance for trade receivables at an amount equal
to lifetime expected credit loss ("ECL"). The ECL on trade receivables is
estimated using a provision matrix by reference to past default experience of
the debtor and analysis of the debtor's current financial position, adjusted
for factors that are specific to the debtors, general economic conditions of
the industry in which the debtors operate and an assessment of both the
current as well as the forecast direction of conditions at the reporting date.
At every reporting date, the historical observed default rates are updated and
changes in the forward- looking estimates are analysed.
3. Revenue
The analysis of the Group's contracted revenue from continuing operations is
as follows:
2023 2022^
£m £m
Print publishing 63.6 66.3
Digital publishing 18.4 16.3
Other 6.4 1.5
Total revenue 88.4 84.1
^2022 revenues have been reclassified as presented and described below.
The description and revenue recognition criteria (timing and performance
obligations) for each revenue stream is contained within the accounting
policies, in Note 2.
Revenues for 2022 have been reclassified in the table below to include £1.4
million of Events revenue within the Other revenue category, which was
previously reported within Print Publishing revenue. Other revenue for 2023 of
£6.4 million includes £4.0 million of Events revenue. There is no change to
the Total Revenue reported in either year. This reporting change aligns to
the strategic focus on Events following the acquisition of Insider Media
Limited and its subsidiary Newsco Insider Limited. The analysis of the Group's
contracted revenue from reported to reclassified Revenues for 2022 is
presented in the table below:
2023 2022 2022 Events revenue 2022
Reclassified Reported
£m £m £m £m
Print publishing 63.6 64.9 1.4 66.3
Digital publishing 18.4 16.3 - 16.3
Other 6.4 2.9 (1.4) 1.5
Total revenue 88.4 84.1 - 84.1
4. Profit for the period
Profit for the period includes the following items:
2023 2022
Note £m £m
Operating profit for continuing operations is shown after
charging/(crediting):
Depreciation of tangible fixed assets 10 0.4 0.4
Amortisation of intangible assets 9 1.0 0.5
Depreciation of right of use assets 11 0.4 0.6
Staff costs 44.4 41.6
Cost of inventory recognised as expense 4.0 4.8
Non-recurring items:
Acquisition transaction costs a 0.4 -
Aborted transaction costs b - 0.3
Incomplete acquisition costs c 1.2 -
Restructuring and redundancy d 3.6 3.3
Property rationalisation e 0.1 -
ROUA impairment e 0.1 0.1
a) Acquisition transaction costs
£0.4 million of professional advisory fees were incurred in the period, in
relation to completed acquisitions (Note 15).
b) Aborted transaction costs
In the prior year, £0.3 million of professional advisory fees were incurred.
c) Incomplete acquisition costs
£1.2 million of professional advisory fees were incurred in relation to
attempted acquisitions.
d) Restructuring costs
Restructuring costs of £3.6 million have been incurred in 2023 for the
delivery of annualised cost savings of £6.0 million (2022: £3.3 million
non-recurring cost for the delivery of annualised cost savings of £4.0
million).
e) Property rationalisation/ROUA impairment
In the period, the decision was made to exit a number of leased offices
resulting in a £0.1 million impairment of ROU assets and £0.1 million
onerous property provision (2022: £0.1 million additional impairment of ROU
assets relating to the decision to vacate the Preston leased office).
5. Finance costs
2023 2022
Note £m £m
Interest on interest only unsecured loan notes 0.1 0.2
Interest on lease liabilities 11 0.1 0.1
Total finance costs 0.2 0.3
Interest was accrued and paid at 15% on the £1.0 million of interest only
unsecured loan notes, which were repaid on 30 December 2023.
6. Tax
Income tax expense is recognised based on management's estimate of the
weighted average effective annual income tax rate expected for the full
financial year. The tax rate applied for 2023 of 23.5% (2022: 19%) was a
blended rate due to the tax rate of 19% in effect for the first quarter of
2023 changing to 25% from 1 April 2023, as substantively enacted by parliament
in May 2021. The increase in the corporate tax rate to 25% has been
accounted for in the calculation of the deferred tax.
The tax on profit comprises:
2023 2022
£m £m
Deferred tax
Expense/(Credit) for the period 0.4 (0.1)
Total tax expense/(credit) for the period 0.4 (0.1)
The tax on profit can be reconciled to the profit per the Income Statement as
follows:
2023 2022
£m £m
Profit before tax 3.1 5.1
Tax at the UK corporation tax rate of 23.5% (2022: 19%) 0.7 1.0
Effects of:
Expenses not allowable 0.1 -
Deferred tax asset recognised for tax losses (0.5) (0.9)
Effect of increase in deferred tax rate to 25% 0.1 (0.2)
Prior year adjustments (0.1) -
Other timing differences 0.1 -
Total tax expense/(credit) for the period 0.4 (0.1)
Effective tax rate 11% 2%
The Group had £21.1 million of tax losses carried forward (including a £0.1
million prior year adjustment), acquired £0.9 million tax losses in the
period and utilised £4.1 million in the period against taxable profits.
£17.9 million (2022: £18.8 million) of gross brought forward losses are
recognised as a deferred tax asset at the period-end, calculated using the
corporation tax rate of 25%.
7. Earnings per share
Basic earnings per share is calculated by dividing profit for the period
attributable to equity holders of the parent by the weighted average number of
ordinary shares during the period and diluted earnings per share is calculated
by adjusting the weighted average number of ordinary shares in issue on the
assumption of conversion of all potentially dilutive ordinary shares.
2023 2022
£m £m
Weighted average number of ordinary shares for basic earnings per share 265 259
Effect of dilutive ordinary shares in respect of potential share awards under 4 16
the value creation plan*
Weighted average number of ordinary shares for diluted earnings per share 269 275
Pence Pence
Statutory earnings per share
Earnings per share - basic 1.0 2.0
Earnings per share - diluted 1.0 1.9
Adjusted earnings per share
Earnings per share - basic 2.8 2.9
Earnings per share - diluted 2.8 2.7
*12.7m new ordinary shares were issued on 3 May 2023 to satisfy the value
creation plan award, of which 4.3m share options remain unexercised at the
period end, refer to Note 14.
8. Goodwill
Note 2023 2022
£m £m
Opening balance 5.2 5.2
Acquisition of subsidiaries 15 8.1 -
Carrying value at the end of the period 13.3 5.2
Opening goodwill relates to JPIMedia Publishing Limited and its subsidiaries
(JPIMedia Group) acquired in 2021. Goodwill arising on acquisitions of £8.1
million relates to acquisitions in the period of Midland Association Limited
("MNA") and Press Computer Systems Limited ("PCS"), Insider Media Limited and
its subsidiary (Note 15).
9. Intangible assets
Publishing titles - Regional Digital intangible assets Brand Customer relationships
Total
Note £m £m £m £m £m
Opening balance 4.5 0.6 - - 5.1
Additions - 1.4 - - 1.4
Acquisitions - asset purchase 15 0.4 - - - 0.4
Acquisitions - share purchase 15 3.2 0.7 1.5 1.0 6.4
Transfer to assets classified as held for sale - (0.7) - - (0.7)
Amortisation charge for the period 4 (0.5) (0.3) (0.1) (0.1) (1.0)
Carrying value at the end of the period 7.6 1.7 1.4 0.9 11.6
The opening balance includes JPIMedia Group intangible assets, consisting of
regional publishing titles acquired in January 2021 for £5.3 million and
software and digital development assets of £0.5 million and Scoopdragon and
Newschain assets of £0.3 million, net of accumulated amortisation.
Digital intangible asset additions in the period include the capitalisation of
software and external development costs which form part of the core platform
for the Group's Editorial and Sales functions.
Acquisitions in the period comprise:
· Rotherham Advertiser, Newry Reporter and Farm Week publishing
title assets were acquired as asset purchases totalling £0.4 million (Note
15) and Banbridge Chronicle title was acquired via business combination.
· Midland News Association Limited titles and digital brand and
Press Computer Systems Limited digital intangible assets were acquired as part
of a business combination totalling £3.9 million and are recognised at fair
value (Note 15). The publishing title and digital brand intangible assets were
assessed using an income approach based method. The income approach is
suitable for assets which generate the majority of their value from their
income-generating capacity. It operates under the premise that the value of
that asset can be accurately derived from the value of the future net cash
flows which will be generated by it over time, discounted back to their
present value at an appropriate discount rate. The Directors consider that the
publishing title assets have finite lives ranging from 4 years to 11 years and
the digital brand with life of 15 years.
· Newsco Insider and Insider Media brand and customer relationship
intangible assets were acquired as part of a business combination and are
recognised at fair value (Note 15). The brand and customer relationship
intangible assets were assessed using an income approach based method. The
income approach is suitable for assets which generate the majority of their
value from their income-generating capacity. It operates under the premise
that the value of that asset can be accurately derived from the value of the
future net cash flows which will be generated by it over time, discounted back
to their present value at an appropriate discount rate. The Directors consider
that the brand and customer relationships have finite lives of 15 years and 8
years respectively.
Asset classified as held for sale relate to intangible digital asset that was
acquired with Press Computer Systems Limited.
Intangible assets are amortised over their useful economic life and the
carrying value of the titles is reviewed when there are indicators that an
impairment has occurred.
Impairment assessment
The Group has identified four identifiable CGUs being the regional publishing
business, Midland News Association Limited, Press Computer Systems Limited and
Insider Media Limited. The CGUs include intangible assets, digital
intangible assets, goodwill, property, plant and equipment. Within each CGU
there is an interdependency of revenue and costs within a matrix management
structure, single wholesale and distribution agreements, substantial packaged
advertising sales across all titles and websites and dependence on central
support infrastructure.
The impairment review in respect of the CGUs concluded that no impairment
charge was required.
The Group tests the carrying value of the CGUs held within the Group for
impairment annually or more frequently if there are indications that the
carrying value is less than the recoverable amount. If an impairment charge is
required, this is allocated first to reduce the carrying amount of any
goodwill allocated to the CGU and then to the other assets of the CGU but
subject to not reducing any asset below its recoverable amount.
The value in use calculation at 30 December 2023 was prepared using consistent
methodologies to that applied in prior periods. With regard to the
methodologies applied in the valuation, the intangible assets of the Group
were assessed using an income approach based method. The income approach is
suitable for assets which generate the majority of their value from their
income-generating capacity. It operates under the premise that the value of
that asset can be accurately derived from the value of the future net cash
flows which will be generated by it over time, discounted back to their
present value at an appropriate discount rate.
The Directors consider that the publishing titles, with a carrying value as at
30 December 2023, have finite lives of up to 11 years.
The recoverable amounts of the CGUs are determined from value in use
calculations. The key assumptions for the value in use calculations are:
· expected changes in underlying revenues and direct costs during
the period;
· growth / decline rates; and
· discount rate.
The key assumptions underpinning the Value in Use model are:
2023 2022
Discount rate (pre-tax WACC) 18% 19%
Long-term decline rate 1% 1%
The Group prepares discounted cash flow forecasts using:
· the Board-approved budget for 2024 and projections to 2026 which
reflects management's current experience and future expectations of the
markets in which the CGU operates and is based on information known at the
balance sheet date. This is then forecast into perpetuity beyond 2026. Changes
in underlying revenue and direct costs are based on past practices and
expectations of future changes in the market by reference to the Group's own
experience and, where appropriate, publicly available market estimates. These
include changes in demand for newspapers, cover prices, digital subscriptions,
print and digital advertising rates as well as movements in newsprint and
production costs and inflation;
· capital expenditure cash flows to reflect the cycle of capital
expenditure;
· net cash inflows for future years are extrapolated beyond 2026
based on the Board's view of the estimated annual long-term performance. A
long-term decline rate of 1% (2022: 1% decline) reflecting the market's view
of the long-term decline of the newspaper industry; and
· management estimates of discount rates that reflect current
market assessments of the time value of money, the risks specific to the CGUs
and the risks that the regional media industry is facing.
The discount rate reflects the weighted average cost of capital of the Group.
The current post-tax and equivalent pre-tax discount rate used is 13.5% and
18.1% respectively (2022: post-tax WACC 14.3% and pre-tax WACC 19.0%).
The impairment review is highly sensitive to reasonably possible changes in
key assumptions used in the value in use calculations. A combination of
reasonably possible changes in key assumptions, such as digital growth being
slower than forecast or the decline in print revenue being greater, could lead
to an impairment. Based on the existing modelling:
· a decrease in print revenue of 5% across the 3 projection years
would reduce the headroom by £8.0 million. No impairment would be triggered
from this sensitivity;
· an increase in the long-term decline rate of 1.0% (which has the
effect of increasing the decline from 1% to 2% beyond 2026), would reduce the
headroom by £2.0 million. No impairment would be triggered from this
sensitivity; and
· an increase in the discount rate of 1% from 18.1% to 19.1% would
reduce the headroom by £2.2 million. No impairment would be triggered from
this sensitivity.
10. Tangible assets
Note Office Equipment Total
£m £m
Cost
Opening balance 1 January 2022 1.3 1.3
Additions 0.5 0.5
Disposals (0.1) (0.1)
Balance at 31 December 2022 1.7 1.7
Acquisitions 15 0.5 0.5
Additions 0.4 0.4
Transfer to assets classified as held for sale 19 (0.3) (0.3)
Disposals (0.1) (0.1)
At 30 December 2023 2.2 2.2
Accumulated impairment losses and depreciation
Opening balance 1 January 2022 (0.5) (0.5)
Depreciation for the period (0.4) (0.4)
Disposals 0.1 0.1
Balance at 31 December 2022 (0.8) (0.8)
Depreciation for the period 4 (0.4) (0.4)
Disposals 0.1 0.1
At 30 December 2023 (1.1) (1.1)
Carrying value at 30 December 2023 1.1 1.1
Carrying Value at 31 December 2022 0.9 0.9
The assets are depreciated over their useful lives.
11. Leases
Right of use assets and their associated lease liabilities arose on the
acquisition of Insider Media Limited and its subsidiary, Midland News
Association Limited ("MNA") and Press Computer System Limited ("PCS") in the
current period and JPIMedia Group in prior period. The Group leases office
buildings and motor vehicles for use in its business operations. Leases of
offices generally have terms between 2 and 10 years, with longer period leases
having a break clause after year 5. Motor vehicles generally have a term of
4 years and are principally utilised by the sales, editorial and IT
departments. With the exception of short term leases and leases of low value
underlying assets, each lease is reflected on the balance sheet as a right of
use asset and a corresponding lease liability.
Carrying value of right of use assets
The carrying amounts of right of use assets recognised and the movement during
the period are set out below:
Property Motor Vehicles Total
Note £m £m £m
Carrying amount at 1 January 2023 0.2 0.2 0.4
Acquisitions 15 0.3 0.7 1.0
Disposals - (0.1) (0.1)
Impairment 4 (0.1) - (0.1)
Depreciation charge for the period 4 (0.2) (0.2) (0.4)
Carrying amount at 30 December 2023 0.2 0.6 0.8
Carrying value of lease liabilities
The carrying amounts of lease liabilities and the movements during the period
are set out below:
Property Motor Vehicles Total
Note £m £m £m
Carrying amount at 1 January 2023 0.7 0.1 0.8
Acquisitions 15 0.2 0.8 1.0
Disposals - (0.1) (0.1)
Interest charge 5 - 0.1 0.1
Lease payments (0.6) (0.2) (0.8)
Carrying amount at 30 December 2023 0.3 0.7 1.0
2023 2022
£m £m
Current liabilities 0.8 0.5
Non-current liabilities 0.2 0.3
Total 1.0 0.8
Amounts recognised in Income statement
The following amounts are recognised in the income statement for the period:
2023 2022
Note £m £m
Depreciation of right of use assets 4 0.4 0.6
Interest expense 5 0.1 0.1
Total 0.5 0.7
In addition to the above, the Group occupies serviced office accommodation and
other short-term rental arrangements that do not meet the criteria for
reporting under IFRS 16, with a total cost of £0.9 million (2022: £0.8
million) incurred in the period.
The Group has elected not to recognise a lease liability for short term leases
(leases with an expected term of 12 months or less) or for leases of low value
assets (less than £4,000). Payments made under such leases are expensed on
a straight-line basis. In addition, certain variable lease payments are not
recognised as lease liabilities and are expensed as incurred.
12. Retirement benefit obligation
The Group contributes to three defined contribution schemes: the National
World Publishing Limited Retirement Savings Plan, a defined contribution
master trust; The Scotsman Stakeholder Pension Plan; and since April 2023 the
Newsco Insider Ltd Scheme, a Group Personal Pension Plan. Both the Master
Trust and the Stakeholder plans are administered by Scottish Widows, the Group
Personal Pension is Administered by Royal London.
In the period employer contributions for the Scottish Widows schemes range
from 3% of qualifying earnings for employees statutorily enrolled, through to
8% of basic salary for the majority of members on salary up to £125,000.
Certain senior managers have company contributions up to 15% as these were
contracted ahead of the rules for all new members being agreed at a maximum of
8%. Contributions for the Royal London Scheme range from 4% to 10% of basic
salary.
The amount due to be paid into the three defined contribution schemes at the
period end is £0.3 million (2022: £0.3 million), with £0.28 million paid to
Scottish Widows on 22 January 2024 and £0.02 million paid to Royal London on
17 January 2024.
From 1 April 2022, the Executive Directors received a cash allowance in lieu
of pension contribution of 8% of base salary, capped at £125,000 salary, to
align their pension benefit to the wider workforce. Refer to Note 8 for full
employee salary details.
13. Provisions
Note Onerous IT contracts Property rationalisation Dilapidations Total
£m £m £m £m
At 1 January 2023 0.1 0.4 0.6 1.1
Acquisition of subsidiaries 15 - - 0.1 0.1
Charged in 2023 - 0.1 - 0.1
Utilised in 2023 (0.1) (0.3) - (0.4)
At 30 December 2023 - 0.2 0.7 0.9
Current provision - 0.2 0.7 0.9
Non-current provision - - - -
Total provision - 0.2 0.7 0.9
Onerous IT contracts
The onerous IT contract provision was fully utilised in the period and was
originally charged in 2021 in relation to the unexpired term of the remaining
contract obligations on IT infrastructure, which overlap the transition to
Cloud computing.
Property rationalisation
The Group has continued with its policy of flexible working and continued to
vacate certain office locations. In 2023, the remaining space at Leeds and
Preston offices and the acquired Mexborough office were vacated, giving rise
to a full write down on the ROUA (Note 11). An onerous provision in relation
to these sites was expensed to non-recurring costs until the end of the lease
terms (Note 4).
The Property rationalisation provision was first charged in 2021 when certain
office locations were vacated as the Group continued to adopt a flexible
working policy.
Leasehold property dilapidations provision
The acquisition of Newsco Insider Limited included £0.1 million of leasehold
property dilapidation provisions in relation to various occupied offices (Note
15).
The provision for leasehold dilapidations relates to the contractual
obligations to reinstate leasehold properties to their original state at the
lease expiry date. The Group has assessed the entire portfolio and made
provisions depending on the state of the property and the duration of the
lease and likely rectification requirements.
14. Share capital and reserves
As at As at
30 December
31 December
2023 2022
£m £m
Share capital 0.3 0.3
Share premium 27.4 24.6
Retained earnings 7.8 9.1
Total equity 35.5 34.0
On 3 May 2023, a block listing for 12,663,363 new Ordinary Shares was
completed to satisfy the allotment of shares pursuant to the Company's 2019
Value Creation Plan ("VCP"), which is further described below. The new
Ordinary shares issued rank pari passu with the Company's existing issued
ordinary shares.
Shareholders approved the Group's maiden dividend at the 24 May 2023 AGM of
0.5 pence per share. This was paid on 5 July 2023 to shareholders on the
register at 2 June 2023.
In 2023 8,231,186 of new Ordinary share options were exercised and are
included in the share capital at the period end. The remaining 4,432,177 of
the new Ordinary share options have not been exercised however are entitled to
dividend equivalents payable in 2024, subject to approval at the 2024 AGM and
in accordance with the rules of the VCP.
All 267,663,987 shares in issue rank equally for voting purposes, on any
dividend declared and distributions made on winding up of the Company (2022:
259,432,801).
At 30 December 2023, all the Company's accumulated profits are distributable,
however, the available amount may be different at the point any future
distributions are made. The Group intends to pay a final dividend of 0.55
pence per share. Subject to approval by shareholders at the forthcoming Annual
General Meeting, the dividend will be paid on 10 July 2024 to shareholders on
the register at 7 June 2024. The maiden dividend reflects the Board's
confidence in the ongoing strong cash generation of the business, the future
prospects of the Group and its strong balance sheet. The Board continues to
adopt a progressive dividend policy.
Value creation plan ("VCP")
The VCP was put in place on Admission in September 2019. The overall effect of
the VCP is that the three founding Executive directors together were able to
earn Ordinary Shares equivalent in value to 10% of any equity value created
above an 8% compound annual growth rate based on the measurement of absolute
total shareholder return generated over the VCP performance period commencing
on listing (September 2019) and ending on the date of publication of the
Company's results for the financial year ending 31 December 2022.
On 17 April 2023, 12,663,363 awards in the form of nominal cost options over
new ordinary shares vested pursuant to the terms of the 2019 VCP. The VCP
award was calculated using the average share price of 22.12p determined over
the 20 day testing period ending on 17 April 2023.
The Group recognised a £2.8 million increase in share premium in the period
ended 30 December 2023 in relation to the VCP and a corresponding decrease in
reserves of £2.8 million in the same period.
The founding directors vested shares and values on the 17 April 2023, which
they were entitled to, were as follows:
Shares options Value
£
D Montgomery 4,432,177 980,242
V Vaghela 4,432,177 980,242
M Hollinshead 3,799,009 840,208
Total 12,663,363 2,800,692
At 30 December 2023, 8,231,186 of new Ordinary share options have been
exercised. The remaining 4,432,177 of new Ordinary share options remain
unexercised however are entitled to dividend equivalents payable on 10 July
2024, in accordance with the rules of the VCP.
15. Business combinations
In 2023, the Group acquired 100% of the issued share capital of the following
Companies:
Country of Fair value of net assets at Acquisition Nature of business Acquiring entity
incorporation acquisition date Date
and operation £m
Bann Media Limited (a) Northern Ireland 0.0 7 February 2023 Newspaper publishers National World Publishing Limited
Insider Media Limited and Newsco Insider Limited (b) England 1.5 28 April 2023 B2B Media National World plc
Midland News Association Limited ("MNA") and subsidiaries; Press Computer England 4.4 29 September 2023 Newspaper & digital publisher and agency / Software developer and reseller National World Publishing Limited
Systems Limited ("PCS") (c)
Each acquisition meets the definition of a business combination and has been
accounted for using the acquisition accounting method in accordance with the
Group's accounting policies.
(a) Bann Media Limited was acquired on 7 February 2023 and owns and operates
Banbridge Chronicle newspaper title and website. The fair value of acquired
net assets totalling £40k, is the same as the acquisition price paid.
(b) Insider Media Limited and its subsidiary Newsco Insider Limited were
acquired on the 28 April 2023. All the assets and liabilities of the company
were acquired. Insider is the UK's leading regional B2B media company that has
built up, over 33 years, a loyal following of its business-orientated
magazines and events, daily business newsletters and business information.
Cash consideration of £2.5 million was paid on completion, with £1.1 million
cash acquired on acquisition, before advisory and legal fees of £0.1 million
incurred relating to the Insider Media Limited acquisition.
(c) Midland News Association Limited ("MNA") and Press Computer Systems
Limited ("PCS") were acquired on 29 September 2023 and were interconditional.
MNA owns and operates Express & Star, Shropshire Star and other titles.
PCS was also acquired on 29 September 2023 and owns and operates specialist
publishing software including Knowledge Prospect and Knowledge Publishing
among other products. The total consideration paid was £11.5 million, with
£0.4 million cash acquired on acquisition, before advisory and legal fees of
£0.3 million incurred relating to the acquisition.
The provisional fair value of the assets and liabilities recognised as a
result of the acquisitions are as follows:
Note Bann Media Limited Insider Media Limited & subsidiary MNA and PCS
Total
acquisitions
£m £m £m £m
Working capital - (0.6) 1.0 0.4
Brand intangible asset 9 - 1.5 - 1.5
Customer relationship intangible asset 9 - 1.0 - 1.0
Digital intangible 9 - - 0.7 0.7
Publishing titles 9 - - 3.2 3.2
Tangible assets 10 - 0.1 0.4 0.5
Right of use assets 11 - 0.3 0.7 1.0
Right of use liabilities 11 - (0.3) (0.7) (1.0)
Dilapidation provision 13 - (0.1) - (0.1)
Deferred tax liability - (0.4) (0.9) (1.3)
Fair value of assets and liabilities acquired - provisional - 1.5 4.4 5.9
Goodwill 8 - 1.0 7.1 8.1
Total initial consideration - 2.5 11.5 14.0
In the period total cash consideration of £16.5 million was paid (£15.0
million net of cash acquired) for acquired subsidiaries comprising:
· £2.5 million deferred consideration paid to the former owners
JPIMedia Limited on 31 March 2023, representing the second and final tranche
due and there are no further amounts payable relating to the JPIMedia Group
acquisition; and
· £14.0 million paid (£12.5 million net of cash acquired) for the
share purchase acquisitions with no deferred or conditional consideration
applicable except for MNA, which has a conditional consideration element,
whereby if a capital allowances saving is received by National World
Publishing Limited then 50% of the saving will be paid to the seller. No
consideration was attributed to this on completion as there is no certainty
that the capital allowances will be utilised by the Group.
The acquisitions represent a growth opportunity for National World, with
synergies realised across the combined Group with opportunities for audience
expansion. For the period of ownership during the period ended 30 December
2023, all the business acquisitions contributed Revenue of £9.3 million and
Adjusted EBITDA of £1.3 million.
Other acquisitions completed during the period
The Group completed three asset purchase acquisitions during the period which
do not meet the criteria of business combinations. The Group acquired Newry
Reporter, Farm Week and Rotherham Advertiser titles for combined cash
consideration of £0.4 million (Note 10), with the assets disclosed as
acquired intangible asset - publishing titles in the period.
Total cash consideration paid for all seven acquisitions (share and asset
purchases) completed in the period totalled £14.4 million, (£12.9 million
net of £1.5 million cash acquired from the Insider Media, MNA and PCS
acquisition). For the period of ownership during the period ended 30 December
2023, the Income Statement includes £10.5 million Revenue and Adjusted EBITDA
of £1.7 million for all acquisitions completed in the period.
Acquisition related costs
Total legal and advisory costs incurred in respect of all the seven
acquisitions completed in the period was £0.4 million (2022: £nil million),
refer Note 4.
16. Notes to the Cash Flow Statement
2023 2022
Note £m £m
Operating profit 2.6 5.2
Adjustments for non-cash/non-operating items:
Amortisation of intangible assets 4 1.0 0.5
Tangible assets depreciation expense 4 0.4 0.4
ROUA depreciation expense 4 0.4 0.6
ROUA Impairment 4 0.1 0.1
Charge for share based payment 0.2 -
Operating cash flow before working capital changes 4.7 6.8
Net decrease in provisions (0.2) (1.0)
4.5 5.8
Changes in working capital:
Increase/(decrease) in receivables (0.7) 1.6
Increase in payables 0.6 2.1
Cash generated from operations 4.4 9.5
Cash and cash equivalents (which are presented as a single class of assets on
the face of the Statement of Financial Position) comprise cash at bank.
Changes in liabilities arising from financing activities
The table below details changes in the Group's liabilities arising from
financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are those for which cash flows are, or
future cash flows will be, classified in the Group's Consolidated Cash Flow
Statement as cash flows from financial activities.
Note 1 Jan 23 Acquisition of subsidiaries Cash inflow from issue of debt Cash outflow on repayment of debt Non-cash movements 30 Dec 23
£m £m £m £m £m £m
Leases 19 0.8 1.0 - (0.8) - 1.0
Borrowings 23 1.0 - - (1.0) - -
Total liabilities from financing activities
1.8 1.0 - (1.8) - 1.0
The £1.0 million unsecured interest only loan notes raised to fund working
capital were outstanding at 31 December 2022 and were repaid on 29 December
2023.
17. Alternative performance measures
To provide clarity of the underlying trading performance of the Group, the
operating results are presented on an adjusted basis. Adjusted results are
before non-recurring restructuring and organisational charges, IFRS 16
adoption, transaction costs, amortisation of intangible assets and impairment
charges. The Directors believe that it is appropriate to additionally present
the alternative performance measures used by management in running the
business and that it will present a more meaningful and comparable financial
result.
The adjusted results provide supplementary analysis of the 'underlying'
trading of the Group.
Adjusted results Statutory results
2023 2022 2023 2022
£m £m £m £m
Revenue 88.4 84.1 88.4 84.1
Operating costs (78.9) (74.4) (78.6) (73.7)
Depreciation and amortisation (0.4) (0.4) (1.8) (1.5)
Operating profit pre non-recurring items 9.1 9.3 8.0 8.9
Non-recurring items - - (5.4) (3.7)
Operating profit 9.1 9.3 2.6 5.2
Net finance income/(expense) 0.6 - 0.5 (0.1)
Profit before tax 9.7 9.3 3.1 5.1
Tax (charge)/credit (2.2) (1.8) (0.4) 0.1
Profit after tax 7.5 7.5 2.7 5.2
The adjusted profit before tax is £9.7 million and the adjusted tax rate is
23% with a £2.2 million tax charge in the period. The adjusted tax charge
does not benefit from the brought forward tax losses so as to provide a more
meaningful and comparable financial result.
Operating profit as determined under IFRS to adjusted operating profit:
Note 2023 2022
£m £m
Operating profit as determined under IFRS 2.6 5.2
Adjustments:
Lease costs (0.3) (0.7)
Depreciation on right of use assets 4 0.4 0.6
Amortisation of intangible assets 4 1.0 0.5
Restructuring costs 4 3.6 3.3
ROUA Impairment 4 0.1 0.1
Property Rationalisation 4 0.1 -
Aborted transaction costs 4 - 0.3
Acquisition transaction costs 4 0.4 -
Incomplete acquisition costs 4 1.2 -
Adjusted operating profit 9.1 9.3
EBITDA and adjusted EBITDA are:
2023 2022
£m £m
Operating Profit as determined under IFRS 2.6 5.2
Depreciation and amortisation 4 1.8 1.5
ROUA Impairment 4 0.1 0.1
EBITDA 4.5 6.8
Adjusted operating profit 9.1 9.3
Depreciation on tangible assets 10 0.4 0.4
Adjusted EBITDA 9.5 9.7
18. Reconciliation of statutory to adjusted cash flow
IFRS Adjustments Adjusted
2023 2023
£m £m £m
Cash flow from operating activities
Operating profit 2.6 6.5 9.1
Impairment on ROUA 0.1 (0.1) -
Depreciation and amortisation 1.8 (1.4) 0.4
Charge for share based payment 0.2 (0.2) -
Adjusted EBITDA 4.7 4.8 9.5
Restructuring costs paid - (3.6) (3.6)
Provisions (0.2) 0.2 -
Working capital and other (0.1) (3.2) (3.3)
Net cash flow generated from operations 4.4 (1.8) 2.6
Investing activities
Acquisition of subsidiaries net of cash (15.0) - (15.0)
Transactions cost complete and incomplete (0.9) 0.9 -
Interest earned 0.7 - 0.7
Purchases of tangible assets (0.4) - (0.4)
Acquisition of intangible assets (1.7) - (1.7)
Net cash outflow from investing activities (17.3) 0.9 (16.4)
Financing activities
Interest paid (0.2) 0.1 (0.1)
Dividend payment (1.4) - (1.4)
Debt repayment (1.0) - (1.0)
Principal repayment of leases (0.8) 0.8 -
Net cash utilised from financing activities (3.4) 0.9 (2.5)
Net increase in cash and cash equivalents (16.3) 0.0 (16.3)
The adjustments for 2023 are:
· £6.5 million increase in operating profit reflects £0.1 million
impairment of ROUA, £0.4 million depreciation of IFRS 16 leased assets, £1.0
million amortisation of intangible assets, £1.5 million of complete and
incomplete acquisition transaction costs and £3.6 million restructuring costs
partially offset by savings of lease cost of £0.3 million resulting from the
adoption of IFRS 16;
· £0.1 million reduction in ROUA impairment of IFRS 16 lease
assets;
· £1.4 million reduction in depreciation and amortisation reflects
the £0.4 million depreciation of IFRS 16 lease assets; and £1.0 million
amortisation of intangible assets which has been added back to operating
profit;
· £0.2 million charge for share based payment which has been added
back to operating profit;
· £3.6 million reduction for restructuring costs, reflects £3.6
million charged in the period of which £2.3 million has been paid and £1.3
million is accrued at the period-end. The remaining £1.3 million paid in
the period related to 2022 and was accrued at the prior year-end;
· £0.2 million provision movement;
· £3.2 million negative working capital adjustment;
· £0.9 million total transaction cost for completed and incomplete
acquisitions; and
· £0.1 million interest and £0.8 million principal payments on
IFRS 16 leases are added back as they have already been charged to operating
profit.
The prior year comparative statutory to adjusted cash flow reconciliation is
presented below:
IFRS Adjustments Adjusted
2022 2022
£m £m £m
Cash flow from operating activities
Operating profit 5.2 4.1 9.3
Impairment on ROUA 0.1 (0.1) -
Depreciation and amortisation 1.5 (1.1) 0.4
Adjusted EBITDA 6.8 2.9 9.7
Restructuring costs paid - (2.5) (2.5)
Aborted transaction costs - (0.4) (0.4)
Provisions (1.0) 1.0 -
Working capital and other 3.7 (2.2) 1.5
Net cash flow generated from operations 9.5 (1.2) 8.3
Investing activities
Acquisition of subsidiaries (2.6) - (2.6)
Interest received 0.2 - 0.2
Investment in The News Movement (1.1) - (1.1)
Purchases of tangible assets (0.4) - (0.4)
Acquisition of digital assets (0.2) - (0.2)
Net cash outflow from investing activities (4.1) - (4.1)
Financing activities
Interest paid (0.3) 0.1 (0.2)
Principal repayment of leases (1.1) 1.1 -
Net cash utilised from financing activities (1.4) 1.2 (0.2)
Net increase in cash and cash equivalents 4.0 - 4.0
The adjustments for 2022 are:
· £4.1 million increase in operating profit reflects £0.1 million
impairment of ROUA, £0.6 million depreciation of IFRS 16 leased assets, £0.5
million amortisation of intangible assets, £0.4 million on aborted
transaction costs and £2.5 million restructuring costs (includes £0.4
million paid relating to 2021 schemes);
· £0.1 million reduction in ROUA impairment of IFRS 16 lease
assets;
· £1.1 million reduction in depreciation and amortisation reflects
the £0.6 million depreciation of IFRS 16 lease assets and £0.5 million
amortisation of intangible assets which has been added back to operating
profit;
· £2.5 million reduction for restructuring, reflecting the £3.3
million restructuring costs charged in the period of which £2.5 million has
been paid in the period including £0.4 million of 2021 restructuring costs,
with the remaining £1.2 million accrued at the period-end;
· £0.4 million aborted transaction costs reduction as these were
added back to operating profit
· £1.0 million provision movement;
· £2.2 million negative working capital adjustment; and
· £0.1 million interest and £1.1 million principal payments on
IFRS 16 leases are added back as they have already been charged to operating
profit.
19. Assets and liabilities classified as held for sale
Note 2023 2022
£m £m
Non-current assets classified as held for sale 9,10 1.0 -
Liabilities classified as held for sale (0.1) -
Total net assets classified as held for sale 0.9 -
The assets and liabilities of Press Computer Systems Limited are classified as
held for sale at the period end. The Group is in advanced stage discussions
for a business disposal that it expects to complete on 31 March 2024.
The assets held for sale consist of £0.7 million of digital intangible assets
and £0.3 million of tangible assets and the liabilities comprise £0.1
million of deferred revenues that are due to be sold within one year.
20. Principal Risks and Uncertainties
The Company operates in an uncertain environment and is subject to a number of
principal risks. The principal risks in 2023 and 2022 are summarised in the
table below:
2022 2023 Update
Strategy Strategy Retained with a broader coverage of risks
Cyber security and data migration Cyber security and data migration Retained as a key risk
Infrastructure and operations Infrastructure and operations Retained as a key risk
Data Protection Data Protection Retained as a key risk
People New key risk added for 2023
In 2023, we identified a new risk on our risk register of climate change and
we are formulating our net zero plan. This risk is not considered a
principal risk.
The Board has undertaken a detailed risk assessment and considers the
following principal risks to the Company's activities although it should be
noted that this list is not exhaustive and that other risk factors not
presently known or currently deemed immaterial may apply.
Issue Risk/Uncertainty Mitigation Update
Strategy macroeconomic conditions The company continues to carefully monitor global and UK macroeconomic The Board has a very experienced management team that is highly motivated to The Board and Executive Directors remain focused on ensuring the delivery of
variables and the impact they may have on the media economy and specifically deliver its strategy. the Group strategy.
consumer expenditure and business confidence. With inflation and interest
rates at generational highs the cost of living crisis will reduce household
disposable income and therefore impact retail activity and spend on other
non-essential services. All the major global tech platforms and digital brands The Executive Directors are fully engaged on the operating performance of the The Executive Directors carefully consider the geopolitical challenges and
are adapting their resource structure to counteract the recessionary impact on business and regular updates are provided to the Board on strategic economic uncertainty and pressures this has on the financial performance of
forecasted digital advertising levels. Our new operating model is being shaped initiatives. the Group. Timely action is taken to manage the cost base.
to refocus our business on a new content strategy to increase engagement
levels with our customers and also to target new clients with a new multimedia
proposition to maximise revenue opportunities during the expected downturn.
The Executive Directors consider AI technologies and new platforms and
entrants to the market on an ongoing basis.
Cyber security and data migration The Group is at risk of a cyber-attack on systems and websites. In-line with industry best-practice, multiple layers of security systems are A strategic programme to migrate all of our core system to Google Cloud
in-place. These include managed firewalls, managed DDoS protection, anti-virus Platform has been completed. Cyber insurance policy is in place; however this
software, Single-Sign-On, ransomware protection and a managed email platform doesn't currently extend to our recent acquisitions, Business Insider and MNA.
that has a number of sophisticated security configurations built-in.
During March 2024, the Insider is expected to be fully migrated across to
The principal news websites are hosted independently of the main IT National World and will be part of the NW policy. We have added a number of
infrastructure on Amazon Web Services under the management of a third-party security improvements to our recent acquisitions, whilst the integration of
vendor. acquisitions is in progress.
The change advisory board regularly review the internal risk register and
update accordingly in response to any identified issues.
Infrastructure and operations The Group is reliant on an effective and efficient infrastructure to support The Group has established a risk management framework which is overseen by the A strategic programme to migrate all of our core system to Google Cloud
its operations. This includes a robust: IT Infrastructure, regulatory Risk Management Committee and includes senior management representing all Platform has been completed. Cyber insurance policy is in place, however this
compliance framework, financial control environment and contracts with operations across the Group. doesn't currently extend to our recent acquisitions, Insider Media and MNA.
suppliers, in particular for our websites and printing and distribution of our
newspapers.
A strategic programme is in place to migrate all existing IT infrastructure to During March 2024, the Insider is expected to be fully migrated across to
Google's Cloud Platform. As well as providing increased physical security and National World and will be part of the NW policy. We have added a number of
The operations of the Group will be adversely impacted by issues due to the resilience, this migration will provide an opportunity for a review of the security improvements to our recent acquisitions, whilst the integration of
loss of key infrastructure, weaknesses in the control environment and loss of cyber security risks for each workload being migrated and a reduction in the acquisitions is in progress.
key suppliers. total number of systems in operation.
Data Protection - GDPR Legal Counsel conducts assessments of data quality. Use of data is overseen by The Data Protection Officer, IT Business Systems Director and IT & Regular review of policies and processes are conducted including the
Legal Counsel and advice is sought by sales and marketing teams as and when Operations Director ensure that all systems are UK GDPR & PCI compliant population of Record of Processing Activity and data mapping across the
data is being sourced. Implementation of GDPR is subject to ongoing monitoring and that agents are updating the customer records in the CRM to ensure we are company to ensure UK GDPR compliance of all data processing across the
and this includes mandatory company training and working with IT and any other compliant and to ensure data is captured and managed within the ICO guidelines business.
relevant departments, as required. and GDPR requirements.
All new supplier contracts are reviewed by Legal Counsel to ensure all
required data protection provisions are included and signed up to by the
supplier. All contracts are reviewed by the Legal team prior to signing.
Intra-group data sharing agreement now complete. GDPR compliance across the
Group is the subject of an ongoing improvement programme.
People Loss of key senior management would restrict our ability to deliver the Group Review of succession planning. This is a new risk for 2023.
strategy
Review all aspects of remuneration and incentives in line with the pivoting of
the business model to original content, developing a long term committed and
engaged customer base and enduring commercial partnerships.
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