TIDMCAU
RNS Number : 0400T
Centaur Media PLC
20 July 2022
20 July 2022
Centaur Media Plc
Interim results for the 6 months ended 30 June 2022
Strong revenue and EBITDA growth across Xeim and The Lawyer
Flagship 4 brands driving growth and represent more than
two-thirds of overall revenues
On track for strategic objectives set out under Margin
Acceleration Plan (MAP23)
Centaur Media, an international provider of market intelligence,
learning and specialist consultancy is pleased to present its
interim results for the 6 months ended 30 June 2022.
Financial Highlights
GBPm H1 2022 H1 2021 Change
------------------------------- -------- --------- -------
Revenue 19.8 18.3 8%
Adjusted (1) EBITDA 3.4 2.2 55%
Adjusted (1) EBITDA margin 17% 12% +5pp
Adjusted (1) operating profit 1.9 0.5 280%
Group reported profit/(loss)
after taxation 0.7 (0.4) -
Dividend (pence per share) 0.5 0.5 -
Net cash(2) 14.2 11.9 19%
------------------------------- -------- --------- -------
-- Revenue grew 8% to GBP19.8m, with revenue growth across both Xeim
(up by 9% to GBP16.1m) and The Lawyer (up by 6% to GBP3.7m)
-- Flagship 4 brands represent 68% and higher quality revenue streams
represent 78% of Group revenue
-- Adjusted(1) EBITDA increased to GBP3.4m (H1 2021: GBP2.2m), an
adjusted(1) EBITDA margin of 17% (2021: 12%), with operational
gearing from revenue growth and tight cost controls
-- Encouraging progress towards MAP23 targets of 23% adjusted(1)
EBITDA margin and more than GBP45m revenue by the end of 2023
-- Interim dividend of 0.5 pence per share (H1 2021: 0.5 pence)
-- Cash conversion of 125% has led to an enhanced net cash(2) position
of GBP14.2m (H1 2021: GBP11.9m) which together with a GBP10m undrawn
RCF leaves Centaur well-positioned to invest in its Flagship 4
brands and manage macroeconomic uncertainty
Over the first six months of 2022, Centaur has built on the good
momentum of 2021. Revenue, adjusted(1) EBITDA and adjusted(1)
EBITDA margin all continued to show growth, as does the Group's
retained earnings.
First half reported revenue was up 8% to GBP19.8m (H1 2021:
GBP18.3m), with combined growth of 11% from the Flagship 4 brands
of Econsultancy, Influencer Intelligence and MW Mini MBA (all three
of which are in the Xeim business unit) and The Lawyer. In line
with Centaur's strategy, the higher quality revenue streams of
premium content, marketing services and training and advisory now
represent 78% of Group revenue. Our revenues are resilient because
our clients are choosing us for strategic, long-term spend, in
order to future-proof their businesses. Structured customer price
rises have been implemented to help mitigate the inflationary
environment.
Adjusted(1) EBITDA increased by 55% to GBP3.4m (H1 2021:
GBP2.2m), as a result of revenue growth and continued tight cost
controls, delivering an adjusted(1) EBITDA margin increase to 17%
(H1 2021: 12%).
The improvement in EBITDA illustrates the operational gearing
inherent within Centaur's business model. This underpins
management's belief that 23% adjusted(1) EBITDA margins can be
achieved through an increase in higher margin revenues and
continued management of costs, in line with MAP23.
Centaur continues to maintain a heathy net cash(2) balance of
GBP14.2m. Cost controls have been maintained through clear
operational and financial steps taken to reinforce the resilience
of the business, such as strong negotiation with suppliers and
flexible reward structures to retain and recruit top talent. This
will ensure that the business is best positioned to withstand any
wider macroeconomic uncertainty.
The increase in adjusted(1) EBITDA has resulted in an
adjusted(1) operating profit of GBP1.9m (H1 2021: GBP0.5m). The
Group reported profit after taxation of GBP0.7m which is an
improvement from last year's loss of GBP0.4m.
Strategic and operational highlights
In January 2021, Centaur updated its Margin Acceleration Plan
("MAP23") with the aim of raising adjusted (1) EBITDA margin to 23%
and increasing revenue to more than GBP45m by 2023. Since then,
Centaur has focused investment and resource allocation on its
Flagship 4 brands, which it considers to be the key drivers of
organic growth.
Over the past six months, revenues from the Flagship 4 grew by
11% to GBP13.5m, which now equates to 68% of total Group
revenue:
-- Econsultancy benefited from continued strong demand for digital
training, supported by the Xeim Engage team creating solutions
for the Top 200 companies by marketing spend;
-- Influencer Intelligence saw good renewal rates in H1 2022 of 86%
(2021 full year: 84%) with an upward trend in new business during
H1 2022 and has acquired the first customers for its new consultancy
offering;
-- MW Mini MBA saw continued growth, with revenue up 16% vs H1 2021
with a focus on sales to repeat corporate customers; and
-- The Lawyer delivered double-digit growth in the value of its subscription
renewals, assisted by its premium product Signal recording a strong
first year of renewals. H1 also saw the launch of the Briefing
Room, a digital platform for law firms to connect with the in-house
legal community, and the expansion of the Litigation Tracker's
international coverage.
Centaur has also seen growth across its suite of Core Brands
including an 81% growth in Oystercatchers revenue from an increase
in blue-chip customer contracts.
Going forward, Centaur's aim is to position both its Flagship 4
and Core Brands for further growth, broadening its cross-selling
opportunities and enhancing shared capabilities.
Dividend
Centaur's Board has announced an interim dividend for 2022 of
0.5p per share (H1 2021: 0.5p). This is in line with Centaur's
dividend policy that aims to distribute 40% of adjusted(1) earnings
after taxation, subject to a minimum aggregate total of 1p per
share per year.
Outlook
Centaur has met the Board's expectations for revenue,
adjusted(1) EBITDA and adjusted(1) EBITDA margin growth over the
course of the first half of 2022. It is also trading in line with
the Board's expectations for the second half of the year, which
historically has a greater weighting of revenue and profit than the
first half and will also include the highly successful The Lawyer
Awards in July.
Despite macroeconomic headwinds and an uncertain outlook, the
Board remains confident in the successful delivery of Centaur's
MAP23 revenue and EBITDA margin objectives. Centaur will continue
to invest in improving the quality of its offerings across the
Flagship 4, while the Group's balance sheet strength will allow for
adaptability and investment in future organic growth
opportunities.
Swag Mukerji, Chief Executive Officer, commented:
"This has been a good six months for Centaur as we continue to
make strategic progress in line with our Margin Acceleration Plan -
MAP23 - and it is encouraging to see further growth in revenue,
EBITDA and EBITDA margin.
We are positioning Centaur to deliver targeted connectivity with
timely and deeper insight and are developing our learning and
consultancy expertise in a market consistently characterised by
change. These underlying trends and our focus on the Flagship 4 are
driving our revenue and give us a platform for growth. Meanwhile,
our resilient revenue streams and balance sheet strength will
ensure that Centaur is well positioned to withstand any wider
macroeconomic uncertainty."
(1) Adjusted EBITDA is adjusted operating profit before
depreciation and amortisation. Adjusted results exclude adjusting
items as detailed in note 4 of this Interim Report.
(2) Net cash is the total of cash and cash equivalents and
short-term deposits.
Enquiries
Centaur Media plc
Swag Mukerji, Chief Executive Officer 020 7970 4000
Simon Longfield, Chief Financial Officer
Teneo
07713 157561 / 07785
Zoë Watt / Matthew Thomlinson 528363
Note to editors
Centaur is an international provider of market intelligence,
learning and specialist consultancy that inspires and enables
people to excel at what they do, raising the standard for insight,
interaction and impact.
Overview of Group Performance
Centaur has continued to perform well off the back of the strong
growth in 2021. Reported revenue in H1 2022 grew 8% compared to H1
2021 with Xeim reporting a 9% increase and The Lawyer an increase
of 6%.
With revenue growth of 11% from the Flagship 4 brands, the
higher quality revenue streams of premium content, marketing
services, and training and advisory accounted for 78% of Group
revenues in H1 2022, an increase of 5 percentage points from H1
2021. The Flagship 4 now account for 68% of Group revenues (2021:
66%), and these have boosted the Group's revenue and profitability
in H1 2022:
-- Econsultancy revenue growth was 22% in training and 27% in subscriptions;
-- Influencer Intelligence renewal rates at 86% are higher than the
average for 2021 resulting in a 2% increase in the book of business;
-- The MW Mini MBA grew 16% as the result of increased yields from
price rises and revenue from bespoke training courses; and
-- The Lawyer experienced corporate subscription renewal rates of
113% with excellent renewal rates on Signal in its first year
of renewals.
The Group is half-way through its three-year strategy ("MAP23")
which is targeting annual revenues of over GBP45m and EBITDA
margins of 23% by 2023. The growth in revenues in H1 2022 along
with a stronger EBITDA margin (increasing from 12% in H1 2021 to
17% in H1 2022) underpins our belief that the MAP23 targets are
realistic and achievable.
Trading Summary
Six months Six months
ended ended
Unaudited 30 June 2022 30 June 2021 Movement
------------------------------------- ------------- ------------- ---------
Revenue (GBPm) 19.8 18.3 8%
Adjusted(1) EBITDA (GBPm) 3.4 2.2 55%
Adjusted(1) operating profit (GBPm) 1.9 0.5 280%
Reported operating profit/(loss)
(GBPm) 1.1 (0.3) -
Group reported profit/(loss) after
tax (GBPm) 0.7 (0.4) -
Adjusted(1) diluted EPS (pence) 0.9 0.2 350%
Adjusted(1) operating cash flow(2)
(GBPm) 4.2 6.0 (30%)
Cash conversion(3) 125% 293% (168)pp
------------------------------------- ------------- ------------- ---------
The adjusted(1) operating profit of GBP1.9m (2021: GBP0.5m)
resulted from the increase in revenue compared to H1 2021 dropping
through as a higher profit increase due to the Group's operational
gearing. As a result, the Group reported a profit for the period of
GBP0.7m (2021: loss of GBP0.4m).
Adjusted(1) diluted earnings per share from continuing
operations for the reporting period was 0.9 pence (2021: 0.2
pence). Diluted earnings per share for the period on a reported
basis was 0.5 pence (2021: a loss of 0.3 pence).
Net cash (4) increased from GBP13.1m at the end of 2021 to
GBP14.2m at the end of June 2022. Cash performance was strong in
the period mainly due to continued focus on cash collection
resulting in a reduction in trade receivables. This, combined with
a GBP2.8m increase in deferred income, but offset by a decrease in
creditors and an increase in prepayments and accrued income,
resulted in cash conversion(3) in the period of 125% (2021: 293%).
The Group generated GBP4.2m of cash from operating activities and
paid out GBP0.7m of dividends and GBP1.0m of obligations under
lease and revolving credit facility arrangements.
Six months ended Six months ended
30 June (unaudited) 30 June (unaudited)
2022 2021
GBPm GBPm
------------------------------------------ --------------------- ---------------------
Adjusted (1) operating profit 1.9 0.5
Depreciation and amortisation 1.5 1.7
Movement in working capital 0.8 3.8
Adjusted (1) operating cash
flow(2) 4.2 6.0
Capital expenditure (0.8) (0.3)
Repayment of lease obligations
and interest (1.0) (1.2)
------------------------------------------ --------------------- ---------------------
Free cash flow 2.4 4.5
Dividends paid to Company's shareholders (0.7) (0.7)
Purchase of own shares (0.6) (0.2)
------------------------------------------ --------------------- ---------------------
Increase in net cash(4) 1.1 3.6
Opening net cash(4) 13.1 8.3
------------------------------------------ --------------------- ---------------------
Closing net cash(4) 14.2 11.9
------------------------------------------ --------------------- ---------------------
Segmental Review
Revenue for the six months ended 30 June, together with growth
rates across each segment, are set out below.
Xeim The Lawyer Total Xeim The Lawyer Total
2022 2022 2022 2021 2021 2021
GBPm GBPm GBPm GBPm GBPm GBPm
--------------------------- ------ ----------- ------ ------ ----------- ------
Revenue
Premium Content 4.9 2.3 7.2 4.3 1.9 6.2
Marketing Services 1.6 - 1.6 1.7 - 1.7
Training and Advisory 6.7 - 6.7 5.5 - 5.5
Events 1.3 0.5 1.8 1.4 0.5 1.9
Marketing Solutions 1.4 0.3 1.7 1.8 0.5 2.3
Recruitment Advertising 0.2 0.6 0.8 0.1 0.6 0.7
Total revenue 16.1 3.7 19.8 14.8 3.5 18.3
Revenue increase (%) 9% 6% 8%
--------------------------- ------ ----------- ------ ------ ----------- ------
The table below reconciles the adjusted(1) operating
profit/(loss) for each segment to the adjusted(1) EBITDA:
The The
Xeim Lawyer Central Total Xeim Lawyer Central Total
2022 2022 2022 2022 2021 2021 2021 2021
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------- ------- -------- -------- ------- ------- -------- -------- -------
Revenue 16.1 3.7 - 19.8 14.8 3.5 - 18.3
Operating costs (13.3) (2.8) (1.8) (17.9) (13.5) (2.4) (1.9) (17.8)
------------------------------- ------- -------- -------- ------- ------- -------- -------- -------
Adjusted (1) operating
profit/(loss) 2.8 0.9 (1.8) 1.9 1.3 1.1 (1.9) 0.5
Adjusted(1) operating
margin 17% 24% - 10% 9% 31% - 3%
Depreciation and amortisation 1.1 0.3 0.1 1.5 1.1 0.2 0.4 1.7
------------------------------- ------- -------- -------- ------- ------- -------- -------- -------
Adjusted (1) EBITDA 3.9 1.2 (1.7) 3.4 2.4 1.3 (1.5) 2.2
Adjusted (1) EBITDA
margin 24% 32% - 17% 16% 37% - 12%
------------------------------- ------- -------- -------- ------- ------- -------- -------- -------
Xeim
Xeim has increased revenue by 9%. Adjusted (1) EBITDA has risen
GBP1.5m to GBP3.9m on the back of the higher revenues with an
increase in EBITDA margins to 24%.
Xeim contains three of the Group's Flagship 4 brands -
Econsultancy, MW Mini MBA and Influencer Intelligence.
Econsultancy had a strong period with revenue up 13%
year-on-year, with a 22% growth in training revenue due to winning
further large digital training and consultancy contracts with blue
chip companies. Its subscription revenues have increased by 27%
against H1 2021 due to improved renewal rates and new business,
particularly from the second half of 2021.
With increased marketing spend and a focus on sales from
recurring corporate clients the MW Mini MBA Spring courses were the
most successful yet. Revenue in H1 2022 grew 16% with delegate
numbers increasing 2% to over 3,300 on the Marketing and Brand
courses combined and yields increasing by 7%, together with
additional revenue from bespoke courses.
Influencer Intelligence subscription revenues are up 12% against
H1 2021 resulting from higher renewal rates in the second half of
2021 and increased new business generation as reported in our 2021
Annual Report. We are pleased to note that renewal rates in H1 2022
have risen to 86% (2021 full year 84%) together with an increasing
trend on new business during H1 2022.
In addition to the Flagship 4 brands:
-- In March, Xeim ran an in-person Festival of Marketing event which
built on the successful digital format in 2021 in response to
demand from both sponsors and delegates;
-- Marketing Week continues to lead the marketing community and drive
audiences that support Xeim Labs and the Festival of Marketing.
The performance of Xeim Labs has been weaker year on year resulting
a 21% reduction in marketing solutions revenues;
-- Oystercatchers revenue has increased 81% compared to the comparative
period as the result of a number of new business wins;
-- Really B2B, our award-winning demand generation agency, is showing
an 8% reduction in revenue due to lower new business, but is ahead
of our expectations for H1; and
-- Fashion and Beauty Monitor has flat revenues compared to H1 2021
which is above expectations in a sector that was severely impacted
by Covid over the last two years.
Adjusted(1) EBITDA for Xeim has increased to GBP3.9m due to the
increase in revenue and the operational gearing in the business
unit.
The Lawyer
In H1 2022, The Lawyer continued to deliver strong corporate
subscription renewal rates at 113%. Its premium content revenues
were boosted through renewals and new business from Signal, the
subscription service we launched in 2021 offering in-depth
strategic insight and benchmarking of markets, clients and
competitors.
The Lawyer achieved GBP0.5m of event revenue in H1 2022 which
was flat on H1 2021. An increase in revenue was originally
anticipated following the re-instatement of The Lawyer Awards to
its historical timing in June. However, due to the rail strikes in
June, this event was postponed to July and the revenues will now be
included in the results for the second half of the year. In
addition, recruitment revenue of GBP0.6m remains in line with H1
2021 after a similar level of recruitment activity in the legal
sector.
Adjusted (1) EBITDA for The Lawyer has decreased slightly to
GBP1.2m due to an increase in operating costs from investment in
people quality ahead of expected future revenue increases.
Central
Central operating costs are down GBP0.1m driven by a reduction
in depreciation and people costs offset by an increase in
professional fees and sundry costs.
Dividends
In line with the Group's dividend policy to distribute a minimum
of 40% of adjusted retained earnings or 1.0p per share per annum,
the Board has announced an interim dividend for 2022 of 0.5p per
share. This will be paid on 21 October 2022 to all shareholders on
the register as at close of business on 7 October 2022.
Balance Sheet
The balance sheet of the Group remains strong with increased
levels of net cash. Healthy cash collections during the period has
resulted in a decrease in days sales outstanding and we continue to
closely monitor the risk of exposure to bad debt.
Principal Risks and Uncertainties
The principal risks and uncertainties currently faced by the
Group are reviewed regularly by the Board. The principal risks
faced by the Group are set out below and the Board considers the
risk levels to have remained the same since December 2021.
-- The world economy has been severely impacted by the Covid pandemic
and the conflict in Ukraine. The UK also came to the end of the
transition deal with the EU at the end of 2020. The Group continues
to have sensitivity to UK/sector volatility and economic conditions.
The impact was acute on some of Centaur's target market segments
e.g. fashion, retail and entertainment sectors.
-- Failure to deliver and maintain a high growth performance culture.
Centaur's success depends on growing the business and completing
the MAP23 strategy. In order to do this, it is reliant in large
part on its ability to recruit, motivate and retain highly experienced
and qualified employees in the face of often intense competition
from other companies, especially in London.
-- Fraudulent or accidental breach of our IT network, major systems
failure or ineffective operation of IT and data management systems
leads to loss, theft or misuse of financial assets, proprietary
or sensitive information.
-- Regulatory: GDPR, PECR and other similar legislation involve strict
requirements regarding how Centaur handles personal data, including
that of customers and the risk of a fine from the ICO, third-party
claims (e.g. from customers) as well as reputational damage if
we do not comply.
Forward Looking Statements
Certain statements in this interim report are forward looking.
Although the Group believes that the expectations reflected in
these forward looking statements are reasonable, it can give no
assurance that these expectations will prove to be correct. Because
these statements involve risks and uncertainties, actual results
may differ materially from those expressed or implied by these
forward looking statements. It undertakes no obligation to update
any forward looking statements whether as a result of new
information, future events or otherwise.
Statement of Directors' Responsibilities
The Directors confirm that the condensed consolidated interim
financial statements for the six-month period ended 30 June 2022
have been prepared in accordance with the Disclosure and
Transparency Rules (DTR) of the Financial Conduct Authority and
with International Financial Reporting Standards ('IFRSs') and IAS
34, 'Interim financial reporting', in line with UK-adopted
international accounting standards.
In addition, the interim management report herein includes a
fair review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
-- An indication of important events that have occurred during the
period and their impact on the condensed interim financial statements,
and a description of the principal risks and uncertainties for
the remaining period of the financial year; and
-- Material related party transactions in the period and any material
changes in the related party transactions described in the last
annual report.
The Directors of Centaur Media Plc are listed in the Centaur
Media Plc Annual Report for the year ended 31 December 2021. A list
of current directors, including the appointment of Richard Staveley
as non-executive director in May 2022, is maintained on the Centaur
Media Plc website.
Going Concern
In assessing the going concern status, the Directors considered
the Group's activities, the financial position of the Group and
their identification of any material uncertainties including the
impact of the current Covid pandemic and the principal risks to the
Group. The Directors have a reasonable expectation that the Group
has adequate resources to continue in operational existence for at
least 12 months from the date of this report and for this reason,
they continue to adopt the going concern basis in preparing the
condensed consolidated interim financial statements.
The interim report was approved by the Board of Directors and
authorised for issue on 19 July 2022 and signed on behalf of the
Board by:
Swag Mukerji, Chief Executive Officer
Notes:
(a) The maintenance and integrity of the Centaur Media plc website
is the responsibility of the directors; the work carried out by
the auditor does not involve consideration of these matters and,
accordingly, the auditor accepts no responsibility for any changes
that may have occurred to the condensed consolidated interim financial
statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and
dissemination of the condensed consolidated interim financial
statements may differ from legislation in other jurisdictions.
Footnotes:
(1) Adjusted EBITDA is adjusted operating profit before
depreciation and amortisation. Adjusted results exclude adjusting
items, as detailed in note 4 of this Interim Report.
(2) For reconciliation of adjusted operating cashflow see note 1
of this Interim Report.
(3) Cash conversion is calculated as adjusted operating cash
flow (excluding any one-off significant cash flows) / adjusted
EBITDA.
(4) Net cash is the total of cash and cash equivalents and short-term deposits.
INDEPENT AUDITOR'S REVIEW REPORT TO CENTAUR MEDIA PLC
On the interim financial information for the six months ended 30
June 2022
Conclusion
We have been engaged by Centaur Media Plc (the "Group") to
review the condensed set of financial statements in the half-yearly
report for the six months ended 30 June 2022 which comprise the
condensed consolidated statement of financial position of the Group
as at 30 June 2022 and the related condensed consolidated statement
of comprehensive income, condensed consolidated changes in equity
and condensed consolidated statement cash flow statement for the
six months then ended and the related notes 1 to 18.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2022 is not prepared in all material aspects, in accordance
with UK-adopted International Accounting Standard 34 and the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagement 2410 (UK) "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity". A review of interim financial information consists of
making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual financial statements of the
Group are prepared in accordance with UK adopted International
Accounting Standards. The condensed set of financial statements
included in this half yearly report has been prepared in accordance
with UK-adopted International Accounting Standards 34 "Interim
Financial Reporting".
Conclusions relating to going concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
Conclusion section of this report, nothing has come to our
attention to suggest that management have inappropriately adopted
the going concern basis of accounting or that management have
identified material uncertainties relating to going concern that
are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE 2410 (UK), however future events or conditions
may cause the Group to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly
financial report in accordance with UK adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are
responsible for assessing the Group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the review of the financial
information
In reviewing the half-yearly report, we are responsible for
expressing to the Group a conclusion on the condensed set of
financial statements in the half-yearly financial report. Our
conclusion, including our Conclusion relating to going concern, are
based on procedures that are less extensive than audit procedures,
as described in the Basis for conclusion paragraph of this
report.
Use of our report
This report is made solely to the Group in accordance with
International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Financial Reporting Council. Our work
has been undertaken so that we might state to the Group those
matters we are required to state to it in an independent review
report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than
the Group, for our review work, for this report, or for the
conclusions we have formed.
Crowe U.K. LLP
Statutory Auditor
London, United Kingdom
19 July 2022
Condensed consolidated Statement of Comprehensive Income for the
six months ended 30 June 2022
Six months ended 30 June (unaudited)
-----------------------------------------------------------------------------
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2022 2022 2022 2021 2021 2021
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 2 19,793 - 19,793 18,320 - 18,320
Net operating
expenses 3 (17,916) (787) (18,703) (17,823) (767) (18,590)
Operating profit/(loss) 1,877 (787) 1,090 497 (767) (270)
Finance income 6 - 6 - - -
Finance costs (79) - (79) (181) - (181)
Profit/(loss)
before tax 1,804 (787) 1,017 316 (767) (451)
Taxation 5 (454) 180 (274) 10 61 71
Profit/(loss)
for the period
attributable to
owners of the
parent 1,350 (607) 743 326 (706) (380)
Total comprehensive
income/(loss)
attributable to
owners of the
parent 1,350 (607) 743 326 (706) (380)
Earnings/(loss)
per share attributable
to owners of the
parent 6
Basic 0.9p (0.4p) 0.5p 0.2p (0.5p) (0.3p)
Fully diluted 0.9p (0.4p) 0.5p 0.2p (0.5p) (0.3p)
------------------------------------- ------------ ---------- --------- ------------ ---------- --------------
(1) Adjusting items are disclosed in note 4
Condensed consolidated Statement of Changes in Equity for the
six months ended 30 June 2022
Reserve
for Foreign
shares
Share Own Share to Deferred currency Retained Total
be
capital shares premium issued shares reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Unaudited
At 1 January 2021 15,141 (5,902) 1,101 607 80 166 35,977 47,170
Loss for the period
and
total
comprehensive
loss - - - - - - (380) (380)
Currency
translation
adjustment - - - - - 11 - 11
Transactions with
owners:
Dividends (note
13) - - - - - - (726) (726)
Purchase of own
shares - (208) - - - - - (208)
Exercise of share
awards - 715 - (390) - - (325) -
Fair value of
employee
services - - - 174 - - - 174
As at 30 June 2021 15,141 (5,395) 1,101 391 80 177 34,546 46,041
-------------------- ---------- ---------- ------------- -------- --------- --------- --------- --------
Unaudited
At 1 January 2022 15,141 (5,471) 1,101 471 80 143 35,643 47,108
Profit for the period
and
total comprehensive
income - - - - - - 743 743
Currency translation
adjustment - - - - - (37) - (37)
Transactions with owners:
Dividends (note 13) - - - - - - (724) (724)
Purchase of own shares
(note 14) - (604) - - - - - (604)
Fair value of employee
services - - - 299 - - - 299
Tax on share-based
payments - - - - - - (21) (21)
As at 30 June 2022 15,141 (6,075) 1,101 770 80 106 35,641 46,764
--------------------------- ------- ---------- ------ ----- ----- ------ ------- -------
Condensed consolidated Statement of Financial Position as at 30
June 2022
Registered number 04948078
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
Note GBP'000 GBP'000 GBP'000
Non-current assets
Goodwill 7 41,162 41,162 41,162
Other intangible assets 8 2,748 3,102 3,838
Property, plant and equipment 3,613 2,484 2,390
Deferred tax assets 2,153 2,488 2,519
Other receivables 9 302 319 336
49,978 49,555 50,245
----------------------------------- ----- ---------- ------------ ----------
Current assets
Trade and other receivables 9 6,745 6,059 5,012
Short-term deposits 10 3,500 - -
Cash and cash equivalents 10,738 13,065 11,881
Current tax asset 176 195 102
21,159 19,319 16,995
----------------------------------- ----- ---------- ------------ ----------
Total assets 71,137 68,874 67,240
----------------------------------- ----- ---------- ------------ ----------
Current liabilities
Trade and other payables 11 (10,203) (11,405) (9,823)
Bank and other borrowings - (3) -
Lease liability 12 (1,900) (1,884) (1,902)
Deferred income (10,748) (7,846) (8,834)
(22,851) (21,138) (20,559)
----------------------------------- ----- ---------- ------------ ----------
Net current liabilities (1,692) (1,819) (3,564)
----------------------------------- ----- ---------- ------------ ----------
Non-current liabilities
Lease liability 12 (1,488) (500) (472)
Deferred tax liabilities (34) (128) (168)
(1,522) (628) (640)
----------------------------------- ----- ---------- ------------ ----------
Net assets 46,764 47,108 46,041
----------------------------------- ----- ---------- ------------ ----------
Capital and reserves attributable
to owners of the Company
Share capital 15,141 15,141 15,141
Own shares 14 (6,075) (5,471) (5,395)
Share premium 1,101 1,101 1,101
Other reserves 850 551 471
Foreign currency reserve 106 143 177
Retained earnings 35,641 35,643 34,546
----------------------------------- ----- ---------- ------------ ----------
Total equity 46,764 47,108 46,041
----------------------------------- ----- ---------- ------------ ----------
The notes are an integral part of these condensed consolidated
interim financial statements. The condensed consolidated interim
financial statements were approved by the Board of Directors on 19
July 2022 and were signed on its behalf by:
Simon Longfield
Chief Financial Officer
Condensed consolidated Cash Flow Statement for the six months
ended 30 June 2022
Six months ended 30 June
(unaudited)
---------------------------
2022 2021
Note GBP'000 GBP'000
Cash flows from operating activities
Cash generated from operations 16 4,200 6,049
Tax paid (30) -
Net cash generated from operating activities 4,170 6,049
----------------------------------------------- ----- ------------- ------------
Cash flows from investing activities
Purchase of property, plant and equipment (173) (36)
Purchase of intangible assets 8 (601) (277)
Net cash flows used in investing activities (774) (313)
----------------------------------------------- ----- ------------- ------------
Cash flows from financing activities
Purchase of own shares 14 (604) (203)
Loan arrangement fees - (107)
Interest paid (35) (34)
Payment of obligations under finance
lease 12 (947) (1,041)
Dividends paid to Company's shareholders 13 (724) (724)
Payment for short-term deposits 10 (3,500) -
Net cash flows used in financing activities (5,810) (2,109)
----------------------------------------------- ----- ------------- ------------
Net (decrease)/increase in cash and
cash equivalents (2,414) 3,627
----------------------------------------------- ----- ------------- ------------
Cash and cash equivalents at beginning
of period 13,065 8,300
Effect of foreign currency exchange
rate changes 87 (46)
----------------------------------------------- ----- ------------- ------------
Cash and cash equivalents at end of
period 10,738 11,881
----------------------------------------------- ----- ------------- ------------
Notes to the condensed consolidated interim financial
statements
1 Summary of significant accounting policies
General information
Centaur Media Plc ('the Company') is a public company limited by
shares and incorporated and domiciled in England and Wales. The
address of the Company's registered office is Floor M, 10 York
Road, London, SE1 7ND, United Kingdom. The Company is listed on the
London Stock Exchange.
These condensed consolidated interim financial statements were
approved for issue on 19 July 2022.
These condensed consolidated interim financial statements are
unaudited and do not constitute the statutory accounts within the
meaning of Section 434 of the Companies Act 2006. The Group's most
recent statutory financial statements, which comprise the Annual
Report and audited Financial Statements for the year ended 31
December 2021 were approved by the Board of Directors on 15 March
2022 and delivered to the Registrar of Companies. The report of the
auditor on those financial statements was not qualified, did not
contain an emphasis of matter paragraph and did not contain any
statement under Section 498 of the Companies Act 2006.
The consolidated financial statements of the Group as at, and
for the year ended 31 December 2021, are available upon request
from the Company's registered office or at www.centaurmedia.com
.
Accounting policies and estimates
The accounting policies adopted by the Group in the condensed
consolidated interim financial statements are consistent with those
applied by the Group in its consolidated financial statements for
the year ended 31 December 2021.
The following accounting policy has been adopted by the Group in
the condensed consolidated interim financial statements from 1
January 2022:
-- Short-term deposits
Short-term deposits include cash held on deposit for a term of
greater than 90 days or are not readily convertible to known amounts
of cash.
The preparation of the condensed consolidated interim financial
statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
December 2021.
New standards and interpretations not yet adopted
There are no standards that are not yet effective and that would
be expected to have a material impact on the entity in the current
or future reporting periods and on foreseeable future
transactions.
Prior period re-presentation
The condensed consolidated interim financial statements have
been presented in GBP'000. This is a change from the prior period
condensed consolidated interim financial statements which were
presented in GBPm rounded to one decimal place. Prior period
comparatives have been re-presented in GBP'000. Certain prior
period comparatives have been updated following this change.
Comparative numbers
Certain prior period comparative numbers have been updated to
reflect current period presentation and disclosures. A portion of
costs previously presented as cost of sales have now been allocated
to administrative expenses, an update to reflect the same
allocation basis as the current period. The allocation basis has
been refined to reflect the nature of the costs. These
reallocations decreased cost of sales by GBP1,144,000 and increased
administrative expenses by GBP1,144,000 for the Group, refer to
note 3. A portion of costs previously presented as other staff
related costs have now been allocated to employee benefits expense,
an update to reflect the same allocation basis as the current
period. These reallocations decreased other staff related costs by
GBP142,000 and increased employee benefits expense by GBP142,000
for the Group, refer to note 3. There is no impact on the face of
the condensed consolidated statement of comprehensive income as a
result of these changes.
Basis of preparation
The condensed consolidated interim financial statements for the
six-month period ended 30 June 2022 have been prepared in
accordance with the Disclosure and Transparency rules of the
Financial Conduct Authority and with UK-adopted International
Accounting Standards and IAS 34, 'Interim Financial Reporting'. The
condensed consolidated financial statements should be read in
conjunction with the Annual Report and Financial Statements for the
year ended 31 December 2021, which have been prepared in accordance
with UK-adopted International Accounting Standards.
Going concern
The condensed consolidated interim financial statements have
been prepared on a going concern basis.
At 30 June 2022, the Group has cash and cash equivalents of
GBP10,738,000 (2021: GBP11,881,000), short-term deposits of
GBP3,500,000 (2021: GBPnil) and has net current liabilities of
GBP1,692,000 (2021: net current liabilities GBP3,564,000). In both
periods net current liabilities primarily arose from the Group's
normal high levels of deferred income relating to performance
obligations to be delivered in the future rather than an inability
to service its liabilities, as deferred income will not result in a
cash outflow.
The Directors have assessed the Group's activities, the
financial position of the Group, and their identification of any
material uncertainties including the impact of the Covid pandemic
and the principal risks to the Group. The Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for at least twelve months from
the date of approval of this report and for the foreseeable future.
Therefore, the Directors consider it appropriate to adopt the going
concern basis of accounting in preparing the condensed consolidated
interim financial statements.
Presentation of non-statutory measures
In addition to IFRS statutory measures, the Directors use
various non-GAAP key financial measures to evaluate the Group's
performance and consider that presentation of these measures
provides shareholders with an additional understanding of the core
trading performance of the Group. The basis of the principal
adjustments is comparable with that presented in the consolidated
financial statements for the year ended 31 December 2021, and as
described in those financial statements. The measures used are
explained and reconciled to their IFRS statutory headings
below.
The Directors believe that adjusted results and adjusted
earnings per share provide additional useful information on the
core operational performance of the Group to shareholders, and
review the results of the Group on an adjusted basis internally.
The term 'adjusted' is not a defined term under IFRS and may not
therefore be comparable with similarly titled profit measurements
reported by other companies. It is not intended to be a substitute
for, or superior to, IFRS measurements of profit.
The basis of the principal adjustments is consistent with that
presented in the consolidated financial statements for the year
ended 31 December 2021, and as described in those financial
statements.
For the six-month periods ended 30 June 2022 and 30 June 2021,
adjustments were made in respect of:
-- Amortisation of acquired intangible assets - the amortisation
charge for those intangible assets recognised on business combinations
is excluded from the adjusted results of the Group since they
are non-cash charges arising from investment activities. As such,
they are not considered reflective of the core trading performance
of the Group. Details of amortisation of intangible assets are
shown in note 8.
-- Share-based payments - share-based payment expenses or credits
are excluded from the adjusted results of the Group as the Directors
believe that the volatility of these charges can distort the user's
view of the core trading performance of the Group. Details of
share-based payments are shown in note 15.
The tax related to adjusting items is the tax effect of the
items above that are allowable deductions for tax purposes,
calculated using the standard rate of corporation tax.
Further details of adjusting items are included in note 4. A
reconciliation between adjusted and reported earnings per share
measures is shown in note 6.
Profit/(loss) before tax reconciles to adjusted operating profit
as follows:
Six months ended 30 June
(unaudited)
---------------------------
2022 2021
GBP'000 GBP'000
Profit/(loss) before tax 1,017 (451)
Adjusting items:
Amortisation of acquired intangibles 438 547
Share-based payments 349 220
----------------------------------------- ------------- ------------
Adjusted profit before tax 1,804 316
Finance income (6) -
Finance costs 79 181
Adjusted operating profit 1,877 497
----------------------------------------- ------------- ------------
Adjusted operating cash flow is not a measure defined by IFRS.
It is defined as cash flow from operations excluding the impact of
adjusting items, which are defined above. The Directors use this
measure to assess the performance of the Group as it excludes
volatile items not related to the core trading of the Group.
Reported cash flow from operations reconciles to adjusted operating
cash as follows:
Six months ended 30 June
(unaudited)
---------------------------
2022 2021
GBP'000 GBP'000
Reported cash flow from operating activities 4,200 6,049
Cash impact of adjusting items (including
working capital impact) - -
Adjusted operating cash flow 4,200 6,049
Capital expenditure (774) (313)
----------------------------------------------- ------------- ------------
Post capital expenditure cash flow 3,426 5,736
----------------------------------------------- ------------- ------------
Net cash is not a measure defined by IFRS. Net cash is
calculated as cash and cash equivalents plus short-term deposits
less overdrafts and bank borrowings under the Group's financing
arrangements. The Directors consider the measure useful as it gives
greater clarity over the Group's liquidity as a whole. A
reconciliation between net cash and statutory measures is shown
below:
30 June 31 December
2022 2021
Unaudited Audited
GBP'000 GBP'000
Cash and cash equivalents 10,738 13,065
Short-term deposits 3,500 -
Bank and other borrowings - (3)
---------------------------- ---------- ------------
Net cash 14,238 13,062
------------------------------ ---------- ------------
Financial risk factors
The Group's activities expose it to a variety of financial
risks: interest rate risk, credit risk, liquidity risk, capital
risk and currency risk. The condensed consolidated interim
financial statements do not include all financial risk management
information and disclosures that are required in the annual
consolidated financial statements; they should be read in
conjunction with the Group's annual consolidated financial
statements for the year ended 31 December 2021.
There have been no changes in risk management processes or
policies since the year end.
Seasonality
Historically there is a greater weighting of revenues and
profits derived in the second half of each financial year mainly
due to the timing of training and advisory revenues. This
seasonality is further exaggerated in 2022 by the deferral of The
Lawyer Awards in-person event to the second half of the year.
During the year ended 31 December 2021, 47% (2020: 46%) of revenues
occurred in the first half of the year.
2 Segmental reporting
The Group is organised around two reportable market-facing
segments: Xeim and The Lawyer. These two segments derive revenues
from a combination of premium content, marketing services, training
and advisory, events, marketing solutions and recruitment
advertising. Overhead costs are allocated to these segments on an
appropriate basis, depending on the nature of the costs, including
in proportion to revenues or headcount. Corporate income and costs
have been presented separately as "Central". The Group believes
this is the most appropriate presentation of segmental reporting
for the user to understand the core operations of the Group. There
is no inter-segmental revenue.
Segment assets consist primarily of property, plant and
equipment, intangible assets (including goodwill) and trade
receivables. Segment liabilities comprise trade payables, accruals
and deferred income.
Corporate assets and liabilities primarily comprise property,
plant and equipment, intangible assets, current and deferred tax
balances, cash and cash equivalents, borrowings and lease
liabilities.
Capital expenditure comprises additions to property, plant and
equipment and intangible assets.
Xeim The Lawyer Central Group
GBP'000 GBP'000 GBP'000 GBP'000
Six months ended 30 June 2022
Unaudited
Revenue 16,138 3,655 - 19,793
-------------------------------------- --------- ----------- -------- ---------
Adjusted operating profit/(loss) 2,759 939 (1,821) 1,877
Amortisation of acquired intangibles (438) - - (438)
Share-based payments (97) (22) (230) (349)
Operating profit/(loss) 2,224 917 (2,051) 1,090
Finance income 6
Finance costs (79)
-------------------------------------- --------- ----------- -------- ---------
Profit before tax 1,017
Taxation (274)
-------------------------------------- --------- ----------- -------- ---------
Profit for the period 743
-------------------------------------- --------- ----------- -------- ---------
Segment assets 37,137 21,513 - 58,650
Corporate assets 12,487 12,487
-------------------------------------- --------- ----------- -------- ---------
Consolidated total assets 71,137
-------------------------------------- --------- ----------- -------- ---------
Segment liabilities (13,763) (5,246) - (19,009)
Corporate liabilities (5,364) (5,364)
Consolidated total liabilities (24,373)
-------------------------------------- --------- ----------- -------- ---------
Other items
Capital expenditure (tangibles and
intangibles) 654 75 45 774
-------------------------------------- --------- ----------- -------- ---------
Xeim The Lawyer Central Group
GBP'000 GBP'000 GBP'000 GBP'000
Six months ended 30 June 2021
Unaudited
Revenue 14,844 3,476 - 18,320
-------------------------------------- --------- ----------- ---------- ---------
Adjusted operating profit/(loss) 1,337 1,066 (1,906) 497
Amortisation of acquired intangibles (547) - - (547)
Share-based payments (81) (3) (136) (220)
Operating profit/(loss) 709 1,063 (2,042) (270)
Finance costs (181)
-------------------------------------- --------- ----------- ---------- ---------
Loss before tax (451)
Taxation 71
-------------------------------------- --------- ----------- ---------- ---------
Loss for the period (380)
-------------------------------------- --------- ----------- ---------- ---------
Segment assets 40,262 18,759 - 59,021
Corporate assets 8,219 8,219
-------------------------------------- --------- ----------- ---------- ---------
Consolidated total assets 67,240
-------------------------------------- --------- ----------- ---------- ---------
Segment liabilities (13,864) (3,408) - (17,272)
Corporate liabilities (3,927) (3,927)
Consolidated total liabilities (21,199)
-------------------------------------- --------- ----------- ---------- ---------
Other items
Capital expenditure (tangibles and
intangibles) 70 96 147 313
-------------------------------------- --------- ----------- ---------- ---------
Supplemental information
Revenue by geographical location
The Group's revenues from external customers by geographical
location are detailed below:
Six months ended 30 June (unaudited)
------------------------------------------------------------------------
Xeim The Lawyer Total Xeim The Lawyer Total
2022 2022 2022 2021 2021 2021
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
United Kingdom 9,805 2,991 12,796 9,622 2,862 12,484
Europe (excluding United
Kingdom) 2,687 303 2,990 2,019 286 2,305
North America 2,082 283 2,365 1,889 249 2,138
Rest of world 1,564 78 1,642 1,314 79 1,393
--------------------------- --------- ----------- --------- ---------- ----------- --------------
16,138 3,655 19,793 14,844 3,476 18,320
--------------------------- --------- ----------- --------- ---------- ----------- --------------
Substantially all of the Group's net assets are located in the
United Kingdom. The Directors therefore consider that the Group
currently operates in a single geographical segment, being the
United Kingdom.
Revenue by type
The Group's revenue by type is as follows:
Six months ended 30 June (unaudited)
------------------------------------------------------------------------
Xeim The Lawyer Total Xeim The Lawyer Total
2022 2022 2022 2021 2021 2021
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Premium Content 4,939 2,256 7,195 4,290 1,901 6,191
Marketing Services 1,596 - 1,596 1,677 - 1,677
Training and Advisory 6,703 - 6,703 5,508 17 5,525
Events 1,236 545 1,781 1,434 466 1,900
Marketing Solutions 1,418 317 1,735 1,801 508 2,309
Recruitment Advertising 246 537 783 134 584 718
-------------------------- --------- ----------- --------- ---------- ----------- --------------
16,138 3,655 19,793 14,844 3,476 18,320
-------------------------- --------- ----------- --------- ---------- ----------- --------------
3 Net operating expenses
Operating profit/(loss) is stated after
charging/(crediting):
Six months ended 30 June (unaudited)
------------------------------------------------------------------------------- ---
Re-presented(2) Re-presented(2)
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2022 2022 2022 2021 2021 2021
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Employee benefits expense 9,658 - 9,658 9,649 - 9,649
Depreciation of property,
plant and equipment 969 - 969 904 - 904
Amortisation of intangible
assets 8 512 438 950 706 547 1,253
Impairment of intangible
assets 8 - - - 55 - 55
Impairment of trade
receivables 9 (37) - (37) (25) - (25)
Share-based payment
expense 15 - 349 349 - 220 220
IT expenditure 1,194 - 1,194 1,391 - 1,391
Marketing expenditure 928 - 928 718 - 718
Other staff related
costs 292 - 292 342 - 342
Other operating expenses 4,400 - 4,400 4,083 - 4,083
--------------------------- --- ----------- ---------- --------- ---------------- ---------- ------------------
17,916 787 18,703 17,823 767 18,590
---------------------- --- ----------- ---------- --------- ---------------- ---------- ------------------
Cost of sales 7,436 - 7,436 7,066 - 7,066
Distribution costs 32 - 32 40 - 40
Administrative expenses 10,448 787 11,235 10,717 767 11,484
17,916 787 18,703 17,823 767 18,590
---------------------- --- ----------- ---------- --------- ---------------- ---------- ------------------
(1) Adjusting items are disclosed in note 4
(2) See note 1 for description of the prior period
re-presentation
4 Adjusting items
Certain items are presented as adjusting. These are detailed
below.
Six months ended 30 June
(unaudited)
---------------------------
2022 2021
GBP'000 GBP'000
Amortisation of acquired intangible assets 438 547
Share-based payment expense 349 220
Adjusting items to profit before tax 787 767
Tax relating to adjusting items (180) (61)
--------------------------------------------- ------------- ------------
Total adjusting items after tax 607 706
--------------------------------------------- ------------- ------------
5 Taxation
Six months ended 30 June
(unaudited)
---------------------------
2022 2021
GBP'000 GBP'000
Analysis of charge/(credit)
for the period
Current tax 53 82
Deferred tax 221 (153)
------------------------------ ------------- ------------
274 (71)
------------------------------ ------------- ------------
The tax charge/(credit) is based on the estimated effective tax
rate for the year ended 31 December 2022 of 22.0% (2021:
21.0%).
6 Earnings/(loss) per share
Basic earnings per share ('EPS') is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted
average number of shares in issue duri ng the period. 3,314,139
(2021: 1,690,901) shares held in the employee benefit trust and
4,550,179 (2021: 4,550,179) shares held in treasury have been
excluded in arriving at the weighted average number of shares.
For diluted earnings per share the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares. Potential ordinary shares can
only be considered dilutive when their inclusion would decrease
earnings or increase loss per share. This comprises share options
and awards granted to Directors and employees where the exercise
price is less than the average market price of the Company's
ordinary shares during the period.
The calculations of earnings per share are based on the
following profit/(loss) and number of shares:
Six months ended 30 June (unaudited)
-------------------------------------------------------------------------
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2022 2022 2022 2021 2021 2021
Profit/(loss) for the period
attributable to owners of
the parent (GBP'000)
Profit/(loss) for the period 1,350 (607) 743 326 (706) (380)
------------------------------- -------------- ---------- --------- ------------ ---------- ------------
Number of shares (thousands)
Basic weighted average number
of shares 144,013 144,013 144,013 145,041 145,041 145,041
Effect of dilutive securities
- options 8,185 - 8,185 7,071 - -
Diluted weighted average
number of shares 152,198 144,013 152,198 152,112 145,041 145,041
------------------------------- -------------- ---------- --------- ------------ ---------- ------------
Earnings/(loss) per share
(pence)
Basic earnings/(loss) per
share 0.9 (0.4) 0.5 0.2 (0.5) (0.3)
Fully diluted earnings/(loss)
per share 0.9 (0.4) 0.5 0.2 (0.5) (0.3)
------------------------------- -------------- ---------- --------- ------------ ---------- ------------
(1) Adjusting items are disclosed in note 4
7 Goodwill
2022 2021
GBP'000 GBP'000
Cost
At 1 January and 30 June 81,109 81,109
------------------------------------------------- -------- --------
Accumulated impairment
At 1 January and 30 June 39,947 39,947
------------------------------------------------- -------- --------
Net book value
------------------------------------------------- -------- --------
At 1 January (audited) and 30 June (unaudited) 41,162 41,162
------------------------------------------------- -------- --------
At 31 December 2021, a full impairment assessment was performed
over the Group's goodwill, with no impairment required.
At 30 June 2022, whilst the reported interim results for Xeim
are lower than the forecasts used to assess impairment at the year
end 31 December 2021, the results remain ahead of the sensitivity
analysis scenarios for which there was no impairment. The interim
results for The Lawyer are not materially different from the
forecasts used to assess impairment. As such no indication of
impairment has been identified and a full impairment assessment
will be performed on the Group's goodwill and acquired intangible
assets at the year end 31 December 2022, in line with IAS 36
'Impairment of Assets'.
8 Other intangible assets
Brands and
Computer publishing Customer
software rights* relationships* Total
GBP'000 GBP'000 GBP'000 GBP'000
Net book value
At 1 January 2022 2,069 611 422 3,102
Additions
Separately acquired 376 - - 376
Internally generated 220 - - 220
Amortisation for the
period (512) (53) (385) (950)
At 30 June 2022 (unaudited) 2,153 558 37 2,748
------------------------------ ----------- ------------- ----------------- --------
Net book value
At 1 January 2021 2,762 750 1,399 4,911
Additions
Separately acquired 76 - - 76
Internally generated 159 - - 159
Amortisation for the
period (706) (59) (488) (1,253)
Impairment (55) - - (55)
At 30 June 2021 (unaudited) 2,236 691 911 3,838
------------------------------ ----------- ------------- ----------------- --------
* Amortisation of acquired intangibles is presented as an
adjusting item.
9 Trade and other receivables
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
GBP'000 GBP'000 GBP'000
Amounts falling due within one
year
Trade receivables 5,251 5,475 4,407
Less: expected credit loss (531) (564) (851)
--------------------------------- ---------- ------------ ----------
Trade receivables - net 4,720 4,911 3,556
Prepayments 1,464 981 1,033
Other receivables 158 92 365
Accrued income 403 75 58
--------------------------------- ---------- ------------ ----------
6,745 6,059 5,012
-------------------------------- ---------- ------------ ----------
Amounts falling due after one
year
Other receivables 302 319 336
--------------------------------- ---------- ------------ ----------
302 319 336
-------------------------------- ---------- ------------ ----------
Other receivables due after one year includes GBP278,000 (2021:
GBP278,000) in relation to a deposit on the London property lease
which is fully refundable at the end of the lease term.
10 Short-term deposits
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
GBP'000 GBP'000 GBP'000
Short-term deposits 3,500 - -
----------------------- ---------- ------------ ----------
In June 2022, GBP3,500,000 was placed in a short-term deposit
for a 6-month fixed term, accruing interest at a fixed annual rate
of 1.65% which will be paid on maturity.
11 Trade and other payables
30 June 31 December 30 June
2022 2021 2021
Unaudited Audited Unaudited
GBP'000 GBP'000 GBP'000
Amounts falling due within one
year
Trade payables 567 1,070 397
Accruals 7,420 8,112 6,227
Social security and other taxes 1,230 886 1,518
Other payables 986 1,337 1,681
---------------------------------- ---------- ------------ ----------
10,203 11,405 9,823
--------------------------------- ---------- ------------ ----------
12 Lease liability
The lease liability currently held by the Group relates to a
property lease, for which a corresponding right-of-use ('ROU')
asset is held on the condensed consolidated statement of financial
position within property, plant and equipment.
GBP'000
At 1 January 2022 2,384
Interest expense 26
Cash outflow (947)
Addition on remeasurement of lease liability 1,925
---------------------------------------------- --------
At 30 June 2022 3,388
---------------------------------------------- --------
At 1 January 2021 3,375
Interest expense 40
Cash outflow (1,041)
At 30 June 2021 2,374
---------------------------------------------- --------
Current 1,900
Non-current 1,488
---------------------------------------------- --------
At 30 June 2022 3,388
---------------------------------------------- --------
Current 1,902
Non-current 472
At 30 June 2021 2,374
---------------------------------------------- --------
The lease liability for the Group's property in London was
remeasured at 30 June 2022 on reassessment of the lease term,
resulting in an increase of GBP1,925,000. The amount of the
remeasurement of the lease liability was recognised as an
adjustment to the ROU asset.
13 Dividends
Six months ended 30 June (unaudited)
---------------------------------------
2022 2021
GBP'000 GBP'000
Equity dividends
Final dividend for 2020: 0.5p per 10p ordinary
share - 726
Final dividend for 2021: 0.5p per 10p ordinary
share 724 -
---------------------------------------------------- ------------------- ------------------
724 726
------------------------------------------------ ------------------- ------------------
An interim dividend for the six months ended 30 June 2022 of
GBP718,000 (0.5p per ordinary share) will be paid on 21 October
2022 to all shareholders on the register as at close of business on
7 October 2022.
The interim dividend at 30 June 2021 of GBP724,000 (0.5p per
ordinary share) was paid on 22 October 2021 to all ordinary
shareholders on the register as at close of business on 8 October
2021.
14 Own shares reserve
During the period, the Employee Benefit Trust purchased
1,249,954 ordinary shares from the market in order to meet future
obligations arising from share-based rewards to employees. The
shares were acquired at an average price of 48.3p per share, with
prices ranging from 47.7p to 49.4p. The total cost of GBP604,000
has been recognised in the own shares reserve in equity.
15 Share-based payments
Six months ended 30 June
(unaudited)
---------------------------
2022 2021
GBP'000 GBP'000
Share-based payment
expense 349 220
------------------------- ------------- ------------
The Group's share-based payment plans on vesting are
equity-settled.
The share-based payment expense includes social security costs
which are settled in cash on exercise.
Deferred Share Bonus Plan ('DSBP')
The Deferred Share Bonus Plan ('DSBP') was approved by the Board
in May 2022 and applies to Executive Directors. Under the plan, the
portion of the annual bonus greater than 75% of basic salary is
deferred in accordance with the Group's remuneration policy into
awards in Centaur Media Plc shares. Awards under the DSBP are not
subject to further performance conditions and vest after three
years, subject to continued employment. Dividend equivalents may be
awarded in respect of the DSBP awards on vesting.
In May 2022, 60,593 shares were awarded to Executive Directors
under the DSBP, representing the portion of the 2021 bonus to
Executive Directors greater than 75% of their basic salary.
The share awards are valued at date of grant and the condensed
consolidated statement of comprehensive income is charged over the
vesting period, taking into account the number of shares expected
to vest.
Details of movements in share awards under the DSBP and the
existing Long Term Incentive Plan ('LTIP') during the period are
shown below. There were no movements in any other plans therefore
they have not been disclosed. See note 23 in the Group Annual
Report for the year ended 31 December 2021 for details of all
plans.
DSBP 2022 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016
------------- ----------- ----------- -------------------- ----------------
Grant date 12.05.2022 24.03.2022 03.10.2019 25.10.2019 25.07.2019
Number of awards
Balance at 1 January 2022 - - 995,259 48,050 1,990,914
Granted during the period 60,593 2,870,942 - - -
Lapsed during the period - - (742,495) (48,050) (1,990,914)
-------------
Balance at 30 June 2022 60,593 2,870,942 252,764 - -
------------- ----------- ----------- -------------------- ----------------
Exercisable at 30 June 2022 - - - - -
------------- ----------- ----------- -------------------- ----------------
Average share price at date
of exercise (p) - - - - -
------------- ----------- ----------- -------------------- ----------------
Grant date 12.05.2022 24.03.2022 03.10.2019 25.10.2019 25.07.2019
Share price at grant date
(p) 47.00 48.00 41.50 32.50 46.00
Fair value (p) 47.00 29.44 22.77 16.25 23.00
Vesting date 24.05.2025 24.03.2025 24.03.2025 05.04.2022 05.04.2022
Exercise price (p) GBPnil GBPnil GBPnil GBPnil GBPnil
------------- ----------- ----------- -------------------- ----------------
Expected volatility (%) - 42.8 40.0 - -
Risk free interest rate (%) - 1.36 0.34 - -
Valuation model used * Stochastic Stochastic * *
* Shares granted on 12 May 2022, 25 October 2019 and 25 July
2019 were nil-cost options with non-market-based performance
conditions. These plans were valued based on the estimated vesting
value of the non-market-based conditions and expected forfeiture
rates.
16 Cash flow generated from operating activities
Six months ended 30 June
(unaudited)
---------------------------
2022 2021
Note GBP'000 GBP'000
Profit/(loss) for the period 743 (380)
Adjustments for:
Tax 5 274 (71)
Net interest expense 73 181
Depreciation of property, plant and
equipment 969 904
Amortisation of intangible assets 8 950 1,253
Impairment of intangible assets 8 - 55
Share-based payment expense 15 349 220
Unrealised foreign exchange differences (84) 13
Changes in working capital:
(Increase)/decrease in trade and other
receivables (656) 950
(Decrease)/increase in trade and other
payables (1,240) 1,138
Increase in deferred income 2,822 1,786
Cash generated from operating activities 4,200 6,049
----------------------------------------------- ----- ------------- ------------
17 Related party transactions
Transactions between Group Companies, which are related parties,
have been eliminated on consolidation and therefore do not require
disclosure. The Group has not entered into any other related party
transactions in the period which require disclosure in these
interim statements.
18 Events after the reporting date
No material events have occurred after the reporting date.
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END
IR SFMFWUEESESW
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July 20, 2022 02:00 ET (06:00 GMT)
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