TIDMLBG
RNS Number : 9463V
LBG Media PLC
12 April 2023
12 April 2023
LBG Media plc
("LBG Media", the "Company" or "Group")
Results for the year ended 31 December 2022
and Board changes
LBG Media, the UK-based multi-brand, multi-channel digital youth
publisher, is pleased to report its results for the full year ended
31 December 2022. During the year, the Group delivered a strong
performance, against a challenging economic backdrop, with key
strategic progress being made through expansion of our global
audience and content views, and continued growth in both new and
existing brand partnerships.
Highlights
Business performance measures 2022 (GBPm) 2021 (GBPm) Change
Financial:
------------ ------------ -------
Revenue
* Direct 27.8 23.7 17%
33.6 29.7 13%
1.4 1.1 33%
* Indirect 62.8 54.5 15%
* Other
Group Revenue
------------ ------------ -------
Adjusted EBITDA(1) 15.7 16.8 (6%)
- Adjusted EBITDA margin(1) 25% 31%
------------ ------------ -------
Profit before tax 7.3 8.1 (10%)
------------ ------------ -------
Cash and cash equivalents 29.3 34.3 (15%)
------------ ------------ -------
EPS: 2022 (p) 2021 (p) Change
Basic 2.6 3.0 (13%)
--------- --------- -------
Diluted 2.5 3.0 (17%)
--------- --------- -------
Non - Financial: 2022 2021 Change
Global audience 366m 264m 39%
----- ----- -------
Content views 98bn 63bn 56%
----- ----- -------
-- Group revenue increased by 15% to GBP62.8m boosted by a
strong performance in the second half of the year.
o H2 revenue was GBP38.0m, 21% ahead of the prior year period
and created positive momentum into 2023.
o The strong performance was delivered from both Direct and
Indirect income streams and across the Group's geographies, with
record Q4 revenue.
o Direct revenue of GBP27.8m, +17% YoY (2021: GBP23.7m) driven
by a strong performance in both the UK and international markets.
International revenue from APAC and Ireland grew by 52% and now
represents c.20% of this income stream.
o Indirect revenue of GBP33.6m, +13% YoY (2021: GBP29.7m), with
a relatively much stronger H2 performance, +20% vs prior year (H1:
+4%) as a result of the successful early transition to short form
video content demonstrating the Group's agility to adapt and stay
ahead of the market.
-- Adjusted EBITDA(1) was GBP15.7m (2021: GBP16.8m). This
included a strong H2 performance of GBP14.1m +48% YoY, as a result
of the H2 revenue growth and swift action taken to restructure the
staff cost base in recognition of the tough macro-economic
environment impacting advertising spend.
Cash and cash equivalents of GBP29.3m, down GBP5.0m YoY (2021:
GBP34.3m). The primary causes of the cash reduction in-year
were:
o Weighting of revenue in Q4 2022 resulting in a significant
movement in receivables YoY (GBP5.2m).
o The cash impact of adjusting items (GBP2.0m).
o Cash outflow in Q1 2022 to pay the 2021 IPO related
liabilities (GBP2.6m).
o Payment of deferred Australian tax (GBP1.1m).
o Investing activities including two small bolt on acquisitions
(GBP2.2m).
The cash and cash equivalents as of 11 April 2023 were
GBP33.6m.
Operational Highlights
-- Our global audience grew by 39% YoY to 366m, with 98bn
content views in the period, up 56% YoY, following the successful
pivot to short form video and further content diversification.
-- Followers on TikTok grew by 72% YoY, diversifying our reach
across platforms. We are now the number one news publisher on
TikTok.
-- The Group made the difficult decision to reduce its staffing
costs in H2. This involved restructuring the business, including
the redundancy of 43 employees. We continue to be well placed to
continue to deliver on our strategy in the future.
-- The Group opened its office in New York City, ahead of
launching operations in 2023, expanding its US presence and
building on its significant following, by producing dedicated
content for the local audience.
-- In 2022, the Group completed two small bolt on acquisitions
of social media pages, increasing its target audience and bringing
new genres of content to the Group's brand portfolio.
-- Continued to scale our dedicated youth research panel,
LADnation, which now has more than 55,000 members.
Outlook
In 2022, global digital advertising spend was GBP541bn(2) and is
forecast to grow at an 8%(2) CAGR over the next three years.
Digital accounted for 67%(2) of the total advertising spend in
2022, with market growth ahead of all other segments, and is
estimated to grow to 73%(2) by 2027.
The Board and wider management team remain focused on the
Group's three strategic pillars for growth; geographic expansion,
acquisitions and expansion of our capabilities.
2023 year to date performance has been positive, continuing the
strong momentum seen in Q4 2022, and the Group remains on track to
deliver external expectations(3) for the full year.
As with prior years, revenue is affected by the seasonality in
advertising spend (typically 40/60), with Adjusted EBITDA even more
weighted towards H2 given that operating costs are relatively
evenly spread across the year.
Board changes
Tim Croston, Chief Financial Officer, has notified the board of
his intention to retire later this year. Tim will step down as
Chief Financial Officer with immediate effect, however he will
remain in the business for a number of months in order to
facilitate a smooth handover to his successor Richard Jarvis ACMA
who joins us from GB Group plc, the AIM-listed digital location,
identity and fraud prevention software experts where he was Group
Commercial Finance Director.
Richard joined GB Group plc in 1996 and has held a number of
senior and executive roles there including Group Financial
Controller, Deputy Finance Director and for the last four years as
Group Commercial Finance Director. During his time with GB Group,
Richard managed and developed a global finance team across UK, USA
and APAC, gained significant international growth and acquisition
experience and guided GB Group on performance, commercial
opportunities and risks.
Richard joined the Group on 11 April 2023.
The following information is provided in accordance with
Schedule Two (g) of the AIM Rules for Companies:
Richard Mark Jarvis (aged 49) does not currently hold, nor has
held within the last five years, any Directorships or
Partnerships.
Richard holds no shares in the Company.
There is no further information to be disclosed pursuant to
Schedule Two (g) of the AIM Rules for Companies.
CEO, Solly Solomou commented:
"We have made continued financial and operational progress in
2022. H2 was particularly strong, delivered amid a challenging
backdrop, with both our core revenue streams demonstrating the
resilient nature of our business.
"LBG is well positioned to capitalise on the fast-growing
digital media market. We have a diverse range of brands catering to
the hard to reach 18-34-year-old demographic, have expanded our
capabilities, with our survey platform LADnation forming an
increasingly key part of our offer, and we are taking advantage of
the significant growth opportunity that the US market has to
offer.
We ended 2022 with a great deal of positive momentum, as
evidenced by our record direct revenue performance for Q4, and with
this momentum continuing into 2023 I am excited by what lies ahead
for the business."
Chairman, Dave Wilson commented on Board changes:
"The Board would like to thank Tim for his great contribution to
the Group's development in the important period in the years up to
and since its successful IPO in late 2021. We look forward to
continuing to work with Tim during the handover to his successor.
I'm pleased to welcome Richard to the Group who I know well having
worked him with previously at GB Group plc. I'm confident that with
his skills and experience of both international growth and public
markets, we will have a worthy successor to Tim."
Notes:
(1) Adjusted EBITDA - profit before interest, tax, depreciation,
and amortisation adjusted for share based payments and adjusting
items
(2) Figures are taken from Group M Report, 2022 This Year Next
Year
(3) External market consensus for year ending 31 December 2023
is currently: Revenue GBP69.3m and Adjusted EBITDA GBP19.4m.
For further information please contact:
LBG Media plc investors@ladbiblegroup.com
Solly Solomou, Chief Executive Officer
Richard Jarvis, Chief Financial Officer
Clara Melia, Investor Relations
Mark Mochalski, Investor Relations
Zeus Tel: +44 (0) 161 831 1512
(Nominated Adviser & Broker) www.zeuscapital.co.uk
Dan Bate / Nick Cowles / Benjamin Robertson
Media enquiries Tel: +44 (0) 20 7466 5000
Buchanan www.buchanan.uk.com
Richard Oldworth / Chris Lane / Toto Berger / Jack Devoy
Analyst Presentation
LBG Media plc will be hosting an analyst presentation on
Wednesday 12 April 2023 following the release of these results for
the year ended 31 December 2022. Attendance is by invitation only.
Slides accompanying the analyst presentation, along with a
recording, will be available on the LBG Media plc website following
the event.
Annual Report and Accounts
An electronic copy of the Annual Report and Accounts will be
available shortly on the investor section of the Company's website
www.lbgmedia.co.uk .
Notes to editors
L BG Media is a multi-brand, multi-channel digital youth
publisher and is a leading disrupter in the digital media and
social publishing sectors. The Group produces and distributes
digital content across a range of mediums including video,
editorial, image, audio, and experience (virtual and augmented
reality). Since its inception in 2012, the Group has curated a
diverse collection of ten core specialist brands using social media
platforms (primarily Facebook, Instagram, Snapchat, Twitter,
YouTube and TikTok) and has built multiple websites to reach new
audiences and drive engagement. Each brand is dedicated to a
distinct popular interest point (e.g. sport, gaming etc.), which is
designed to achieve broader engagement, increase relevance and
ultimately build a loyal community of followers.
The Group operates two core routes to market: Direct revenue,
which is principally generated from the provision of content
marketing services to corporates, brand owners, marketing agencies
and other entities such as government bodies and where the
relationship with the client is held directly by LBG Media; and
Indirect revenue, which is generated via a third-party, such as a
social media platform or via a programmatic advertising exchange /
online marketplace, which holds the relationship with the brand
owner or agency.
CHAIRMAN'S STATEMENT
It has been another year of progress and expansion for LBG
Media, and I'm pleased to present the Group's Annual Report and
Accounts for the year ended 31 December 2022.
Our progress in 2022 has been achieved despite a challenging
macro-economic environment and the Group has continued to deliver
on the strategy set out at the time of our IPO in December
2021.
In addition to our strong performance in our core markets of the
UK, Ireland and Australia, we have made progress across all three
pillars of our growth strategy:
-- On geographic expansion, we have started to establish a team
in the US to tap into the significant Direct revenue opportunities
that are available to us in this market;
-- On acquisitions, we acquired the social pages of Go Animals,
which we rebranded to Furry Tails, seeing excellent growth since
acquisition; and
-- On expanding our capabilities, we have continued to develop
our LADnation research platform, which is now an integral part of
the offer we present to clients.
Given the ongoing macro-economic challenges impacting
advertising spend, we considered it prudent to reduce its cost base
in the year (see CEO report) and following this we are well placed
to continue to deliver on our strategy in the future.
LBG Media continues to produce engaging and relevant content for
its youth audience and the Board and I are delighted with the 25%
increase in followers across our brands, and 62% increase in
audience engagements reflecting the support they have shown us over
the past year. Furthermore, the positive reaction and support we
have received around many of our campaigns, particularly our
coverage of the horrific events in Ukraine, show what an engaged,
thoughtful, and caring audience we have.
It is a great privilege to serve as Chair of LBG Media and I
would like to take this opportunity to thank the whole team for
their hard work throughout the year.
Performance Overview
The Group delivered significant revenue growth in 2022, growing
revenue by 15% to GBP62.8m. Whilst we acknowledge that the Group
did not achieve its initial revenue and profit targets for 2022, we
are pleased with our robust performance given the rapidly changing
macro-economic issues affecting the UK and international markets
during the year. Growth in H2 was particularly strong, across both
our Direct and Indirect revenue streams. Adjusted EBITDA (non-IFRS
measure) for the year was down 6% but remains strong at GBP15.7m.
Profit before tax fell by 10% but held well at GBP7.3m, despite the
challenging economic environment. A more detailed analysis of our
financial results can be found in the CFO review .
Corporate Governance
The Directors believe in maintaining the highest standards of
corporate governance, and as such, we have complied with the QCA
Code since we listed on AIM in December 2021. We will continue to
follow this framework to ensure that the Group has a strong
governance culture and remains a sustainable business for the
long-term.
Board and Our People
We have a talented and diverse Board that is ideally set up to
support LBG Media's growth strategy. I would like to thank the
Board for their diligence and guidance throughout the year.
We continue to work hard to create an inclusive and supportive
environment for all our employees. Alongside introducing new
policies and new internal community groups, I am proud to say that
we are above the industry standard 8% in LGBTQ+ representation at
13% and Disability representation at 12%. We also continue to meet
our diversity target of ensuring 20% of our leadership team are
from an ethnic minority group.
Dividend
The Board understands the importance of dividends to many
shareholders, but given the high-growth nature of the Group, the
Directors plan to reinvest much of the Group's earnings to
facilitate this growth. The Board will consider a progressive
dividend policy at the appropriate time.
Outlook
The strong revenue growth (15% YoY) and payroll cost reduction
shows the Group's resilience and adaptability which puts the
business in good shape to deliver continued growth in the years
ahead.
The GBP30m we raised at IPO is still to be deployed, giving us
significant firepower for both acquisitions and organic growth
opportunities.
Our teams remain dedicated to our core purpose, to give the
youth generation a voice by creating communities that laugh, think
and act. Despite challenging times, LBG Media continues to deliver
and dominate as a leading global media publisher, through stand out
editorial, video, partnerships, original content and much more. We
have a strong foundation for growth in 2023 and beyond.
Dave Wilson
Chairman
Chief Executive's Review
10 years from its creation, LBG Media has grown to become one of
the most exciting media brands in the world.
We are building and engaging with youth audiences globally. We
continue to innovate, creating original, stand out, award-winning
content, leading by example with our employee policies and we are
proud to be at the centre of key cultural moments. 2022 has seen us
work with more brands, launch new products and lead with new
formats. We ventured into new geographies, became leaders on
platforms such as TikTok, as well as focusing on exciting
acquisition opportunities.
We remain absolutely focused on our mission to give the youth
generation a voice by building communities that laugh, think and
act. This will guide our progress in the year ahead.
The Group delivered a strong performance in 2022, with revenue
up 15% to GBP62.8m (2021: GBP54.5m). Adjusted EBITDA and profit
before tax fell by 6% and 10% respectively, but remain robust at
GBP15.7m and GBP7.3m (2021: GBP16.8m and GBP8.1m). As guided in our
interim statement, performance was weighted towards the second half
of the year with the Group benefiting from improving momentum in
both Direct and Indirect revenues.
The second half is typically our strongest period. Our growth in
Q4 2022 was further supported by the FIFA World Cup. This benefited
our Direct revenue performance.
There have been significant macro-economic challenges in 2022
having an impact on advertising spend and these have contributed
towards revenue growth being lower than expected at the start of
the year. We invested in our workforce over the past few years,
with employee numbers in H1 2022 being at a level consistent with
planned revenue growth. With revenue growth being lower than
expected our cost base was too high and, as such, the Group made
the difficult decision to reduce its staffing costs in H2. This
involved restructuring the business, including the redundancy of 43
employees. Whilst this decision was necessary, we ensured that
employees were consulted and treated compassionately
throughout.
We have continued to engage our global audience, which increased
by 102m YoY to over 366m followers as at 31 December 2022. Our
audience generated over 98bn content views during the year, up 68%
YoY and continued to be highly engaged, with 1.4bn interactions
over the year.
Revenue
Both our core revenue channels, Direct and Indirect, contributed
to the Group's strong growth in 2022. This was despite the
challenging economic conditions. Direct revenue, which is generated
from the provision of content marketing services to marketing
agencies and other entities such as government bodies, grew by
GBP4.1m to GBP27.8m (2021: GBP23.7m). During the year, we undertook
significant work with various brands including partnerships with
Muller Rice, John Lewis, Specsavers, Boxpark, Google and Budweiser.
Q4 was a record quarter for Direct revenue, when we worked with a
number of clients who spent increasingly large sums with us during
the period.
Indirect revenue, which is generated via third parties, such as
social media platforms (e.g. Facebook, Snapchat, YouTube) through
social videos or via programmatic advertising exchanges/online
marketplaces, grew by GBP3.9m to GBP33.6m (2021: GBP29.7m). The
Group's Indirect operations achieved +38% YoY growth in views with
Facebook, along with 42% on YouTube.
The Group is already one of the largest publishers on TikTok
with 29m followers, which presents significant revenue
opportunities for LBG Media when the platform monetises.
With the indirect channel, we have also continued to focus on
web editorials hosted on our websites. LBG Media is now one of the
fastest growing news publishers globally and in December 2022,
SPORTbible was the fastest growing website (source: Press Gazette
custom list).
Increasing engagement through our diverse own brand
portfolio
In addition to the ongoing strength of LBG Media's brands in the
UK, our core international markets consisting of Australia and
Ireland have delivered a very strong performance in 2022. The
performance in Australia was particularly strong, and included the
renewal of the Group's contract with Amazon Prime in that
market.
The data insight capabilities we gain through our research
platform, LADnation, form an integral part of much of our work with
its insights ensuring campaigns are effective and measurable.
LADnation now comprises of c.55,000 people, who form our panel,
and enables us to gain unique insights into consumer thinking in
advance of activating specific campaigns.
LBG Media continues to be a magnet for A list stars. This year,
we welcomed huge names including: The Rock, Tom Holland, Margot
Robbie, KSI, Ryan Reynolds, Raheem Sterling, David Beckham, Saoirse
Ronan, Max Verstappen, Elizabeth Olsen, Zac Efron, Anya Taylor-Joy,
Zoe Kravitz, and P!nk to name a few.
We have continued our focus to ensure we engage effectively with
both existing and new audiences. We are also investing in younger
audiences, particularly those on TikTok, Snapchat and Instagram,
which we are already monetising directly when we work with brands.
We are well placed to benefit from indirect revenues when such
opportunities arise on these particular platforms.
Impact and recognition
We have continued to place a great emphasis on having a positive
impact by tackling complex social issues.
This year, our flagship original series 'Minutes With' reached
its 100th episode. The series has championed unheard voices, and
has featured plane crash survivors, a Taliban hostage and a young
woman with Tourette's syndrome, to name a few. At the end of 2022,
we created a special episode of Minutes With featured Laura
Nuttall, a terminally ill woman. We wanted to tell Laura's story
and help her tick off an item on her bucket list. LBG Media are
champions of women's sport, and will be putting a huge focus on to
this in 2023, so we surprised Laura with a visit from Lioness Chloe
Kelly within the episode.
In 2022, we strived to build further credibility amongst
marketing, publishing and original content industries, as the most
innovative, creative and effective social publisher in the UK. We
were recognised across 13 awards, with wins including being named
Commercial Team of the Year twice, at the Campaign Media Awards and
the Drum Online Media Awards. Other wins included LADTV being named
Web Channel of the Year at the Broadcast Digital Awards, securing
three wins for our 'Soldier is a Soldier' campaign with the British
Army which included a win at the Mediaweek Awards, and three awards
for our partnership with Tampax. Additionally, our Data,
Intelligence and Planning team were awarded a win for
'Transformation with Data' at the DATAIQ Awards, as well as 'Best
New Venture' for our consumer research youth panel, LADnation at
the Market Research Awards.
Strategic progress on our three core pillars
Geographies: We have made good progress during 2022, as we
prepare to expand further and monetise our audience in the United
States. LBG Media now has six employees in the US and we have
recently rebranded one of our core brands, UNILAD, to make it more
relevant for this market. With US-centric content, approach and
language, the audience for this brand has increased by 1.3m
followers in three months. Our team in the US is focused on
educating the market and speaking to US-based counterparts of
brands we already work with in other geographies. Revenue is
anticipated to commence in 2023.
Acquisitions: In May 2022, we completed the small bolt-on
acquisition of the Go Animals Facebook pages, which we rebranded to
Furry Tails. Furry Tails is monetising well with the brand's
followers reaching 7.8m this year. In 2022 the Group also acquired
the Facebook pages of "Irish Banter" which has since been rebranded
to LADbible Ireland (Facebook). To support our growth ambitions, in
January 2023, we created a new position to be solely responsible
for Acquisitions and have since welcomed our first M&A Director
into this role. Post year-end, in March 2023, we completed the
acquisition of the social media pages and content from Lessons
Learned in Life Inc.
Capabilities: The investment into the Group's own website
proposition has been a big area of focus and the Group is already
benefiting from an increasing amount of traffic coming from Google.
In addition, LADnation continues to help us secure business with
clients and is now an integral part of our offer.
Outlook
Notwithstanding the cost challenges faced within H1 2022, the
KPIs that drove our strong performance in Q4 have continued into
the new financial year, and website traffic and video numbers are
encouraging. Our proven ability to deliver engaging long and
short-form content puts us in a strong position to benefit from the
increasing demand for this in the year ahead. The investment we
have made into our websites has also increased the opportunities
for us to monetise this resource in the year ahead.
We are confident that 2023 will see the efforts of our
investment into the US market start to deliver direct revenues in
that geography. The Group has a healthy pipeline of prospects
across all entities, many of which have significantly larger
budgets than we have handled previously.
With the global digital media market forecast to grow by 8% in
2023, (source: Group M: This Year Next Year report) and LBG Media's
position within some of the fastest growing segments of the digital
media market, the Board is confident that the Group is well
positioned to meet market expectations for 2023.
Solly Solomou
Chief Executive
Chief Financial Officer's Review
Highlights
-- Strong revenue growth of 15% year on year to GBP62.8m (2021: GBP54.5m).
-- Adjusted EBITDA margin of 25% despite economic headwinds (2021: 31%).
-- Profit before tax of GBP7.3m (2021: GBP8.1m).
-- A significant closing cash position, with cash of GBP29.3m
(2021: GBP34.3m) after investment in acquisitions of GBP1.1m and
settlement of IPO related liabilities in year of GBP2.6m. Net cash
outflow from operating activities of GBP1.4m (2021: GBP12.3m
inflow).
-- The Group remains debt free, aside from IFRS16 lease liabilities.
Revenue
2022 2021 2022 v
2021
GBPm GBPm %
---------- ------- ------- -------
Direct 27.8 23.7 17%
---------- ------- ------- -------
Indirect 33.6 29.7 13%
---------- ------- ------- -------
Other 1.4 1.1 33%
---------- ------- ------- -------
Revenue 62.8 54.5 15%
---------- ------- ------- -------
Group revenue increased to GBP62.8m (2021: GBP54.5m), a 15%
increase in comparison to the prior year. The growth was driven by
both primary routes to market.
Direct revenue grew 17% to GBP27.8m, as a result of increased
activity with new and existing clients in the UK, Australia and
Ireland.
Indirect revenue grew by 13%, primarily driven by a 56% increase
in the number of views totalling 98.4bn (2021: 62.9bn) across web
and social video. The increase in views was a result of continued
investment in people in order to create engaging content across our
platforms and publications (Source: Tubular Labs 2023).
Net operating expenses
The significant operating expenses during the year were:
-- Payroll costs excluding share based payments (see below) and
restructuring costs of GBP24.8m (2021: GBP21.5m), up 15% due to
continued investment in our team to support the growth of the
business.
-- Media costs of GBP7.4m (2021: GBP4.4m), up 68%, driven by an
increase in content acquisition costs to support view growth,
coupled with an increase in marketing spend post Covid.
-- Establishment costs of GBP5.7m (2021: GBP4.2m) up 34% due to investment in our technology infrastructure.
-- Production costs of GBP4.6m (2021: GBP3.7m), up 26%
supporting the growth of our Direct revenue, coupled with
inflationary impact on costs.
-- Travel and expenses costs of GBP1.6m (2021: GBP1.3m), up 28%,
with the early part of the prior year being suppressed due to Covid
restrictions.
Depreciation
Depreciation of GBP1.6m (2021: GBP1.3m) was up 23%, mainly
reflecting new IFRS16 property leases in international
territories.
Amortisation
Amortisation of GBP0.8m (2021: GBP0.8m) is consistent with prior
year.
Share based payments
Share-based payments costs were GBP3.6m (2021: GBP1.5m). Similar
to other newly listed businesses, we introduced long term incentive
plan schemes for senior managers. In addition, all employees across
the Group were offered the opportunity to enter the LADbible share
incentive plan within the year.
Key performance indicators ("KPIs")
The board monitors progress of the Group by reference to the
following KPIs:
2022 2021 2022 v 2021
GBPm GBPm GBPm %
---- ---- ------ -----
Financial
--------------------- ---- ---- ------ -----
Revenue 62.8 54.5 8.3 15%
----
-Adjusted EBITDA 15.7 16.8 (1.1) (6%)
Adjusted EBITDA as
a % of revenue 25% 31%
Profit before tax 7.3 8.1 (0.8) (10%)
Profit before tax
as a % of revenue 12% 15%
--------------------- ---- ---- ------ -----
Non-Financial
---- ---- ------ -----
Global audience (m)* 366 264 102 39%
Content views (bn)** 98 63 35 56%
Average number of
employees (no.) 470 388 82 21%
--------------------- ---- ---- ------ -----
* Global audience includes social followers and unique website
users in December.
** Content views is annual views of content across all social
platforms and websites.
The definition of what constitutes a view can vary across the
social platforms.
Adjusted EBITDA
Adjusted EBITDA was GBP15.7m (2021: GBP16.8m). Adjusted EBITDA
fell in the year due to an investment in the cost base of the
business to drive future growth.
Adjusted EBITDA is used for internal performance analysis to
assess the execution of our strategies and is a benchmark that has
been used by management and the investment community to assess the
performance of the Group since IPO. As such, management believe
that this adjusted measure is an appropriate measure to assess the
performance of the Group. Note that using Adjusted EBITDA produces
a materially different result to the most closely related IFRS
based metric, being Profit Before Tax. It is therefore important to
understand the nature of any adjusting items, which are discussed
below.
Adjusting items
Adjusting items are all items that are not indicative of the
underlying performance of the business. They are adjusted to ensure
consistency between periods. These totalled GBP2.2m (2021:
GBP4.9m), with the key items summarised as follows:
-- In the year the Group completed a restructuring of its
workforce, the reasons for which are discussed within the CEO
report. This included 43 redundancies of permanent employees,
alongside the creation of a new team structure delivering our
direct revenue stream, known internally as LAD360 2.0. Costs
include termination costs, creative team advisory and legal fees
associated with the restructuring program, totalling GBP1.6m. The
restructure is viewed to be a one-off exercise and there are no
current plans to complete a similar exercise in the future. As
such, these costs are classified as adjusting items.
-- The Group opened its first office in New York in the second
half of 2022. Costs of the initial setup of the US business have
been classified as adjusting items within the year. These costs
totalled GBP0.6m and relate to the cost of US employees engaged
with the setup of the new business (including their travel and
accommodation costs), the incremental costs of employees seconded
to the US business, as well as legal and advisory fees. Initial
setup activities included rebranding of Unilad to target the US
market, sourcing premises and staff recruitment. As all of these
costs have been incurred prior to any US revenue being earned by
the company management deem it appropriate to classify these costs
as adjusting items as they are not indicative of the underlying
performance of the business.
-- Two significant tax liabilities have been accrued in 2022.
Tax due diligence work prior to the IPO of the Group made a
recommendation on which the business has subsequently acted. This
resulted in the Group agreeing in the year to settle a PAYE
liability on behalf of two employees, totalling GBP0.2m. As this
was a one-off settlement, it has been classified as an adjusting
item. The second tax liability recorded relates to historic
underpaid state payroll taxes in Australia of GBP0.1m. These
liabilities were identified following a change in tax advisor and a
subsequent review of tax positions. As the quantum of the liability
is not indicative of the future state payroll tax charge, it has
been classified as an adjusting item in the year.
-- During the year the Group received GBP0.3m (2021: GBP1.2m)
from Bentley Harrington Limited. Consistent with prior periods,
amounts received from Bentley Harrington Limited have been
classified as adjusting items (further detail can be found within
note 6).
-- Adjusting items in the prior year of GBP4.9m related to the
advisor fees and administration costs associated with the December
2021 IPO.
All adjusting items are taxable and have been included within
the tax charge at a tax rate of 19%.
Share of JV
Share in joint ventures was GBP0m (2021: GBP0.1m), representing
our share in the results of Pubity Group Ltd.
Profit before tax
Profit before tax decreased to GBP7.3m (2021: GBP8.1m).
Taxation
The tax charge for the year was GBP2.0m (2021: GBP2.9m). In the
prior year there were significant non-deductible IPO related
expenses, meaning that the effective tax rate in the prior year
(36%) was higher than the current year (27%).
Balance sheet
Net assets grew to GBP61.2m (2021: GBP52.3m) as a result of
Group trading performance.
Net current assets grew to GBP43.8m (2021: GBP37.0m), largely as
a result of Group trading performance.
Trade and other receivables grew to GBP20.4m (2021: GBP15.2m),
driven by an increase of accrued income from GBP5.8m in 2021 to
GBP11.1m in 2022. The increase was due to a significant increase in
Q4 revenue versus the prior year.
Trade and other payables reduced to GBP4.3m (2021: GBP11.2m).
This reduction was driven by three main factors. The first being
the settlement in year of IPO related liabilities accrued at the
prior year end, totalling GBP2.6m. The second being there is no
bonus provision at the period end (2021: GBP1.1m). Thirdly, due to
the timing of direct revenue campaigns, deferred income has reduced
by GBP1.1m versus the prior year.
Included in non-current assets are intangible assets of GBP15.4m
(2021: GBP14.6m). The majority of this position represents the
acquired goodwill and other separately identified intangible assets
from our acquisition of the UNILAD business in October 2018. In
2022, the Group acquired the 'Go Animals' Facebook and Instagram
social media pages for total consideration of GBP1.1m, accounting
for the increase in the intangible asset balance in the year.
Cashflow and cash position
Cash at the year-end amounted to GBP29.3m (2021: GBP34.4m).
Net cash generated from operations fell to GBP1.3m (2021:
GBP13.0m). The decrease was driven by two main factors:
1. Trade and other receivables increased by GBP5.2m (2021:
GBP2.7m increase), driven by a significantly improved Q4 revenue
performance in 2022 (GBP24.8m), versus 2021 (GBP18.6m).
2. Trade and other payables decreased by GBP7.0m in the year
(2021: GBP3.8m increase), following the settlement of IPO related
liabilities and bonus'.
Net cash outflows due to investing activities increased to
GBP2.2m (2021: GBP0.6m inflow), driven by the acquisition of
intangible assets of GBP1.7m in the year.
Net cash outflows due to financing activities were GBP1.5m
(2021: inflows GBP14.5m). Outflows in 2022 relate solely to lease
payments of GBP1.3m (2021: GBP1.1m). In 2021, the Group repaid
GBP13.2m in borrowings, paid GBP0.3m in interest and received net
inflows from the IPO of GBP30.0m.
Tim Croston
Chief Financial Officer
Consolidated statement of comprehensive income
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
Revenue 62,809 54,502
------------ ------------
Net operating expenses (55,810) (46,255)
------------ ------------
Expected credit loss reversal 467 -
------------ ------------
Operating profit 7,466 8,247
------------------------------------------- ------------ ------------
Analysed as:
------------------------------------------- ------------ ------------
Adjusted EBITDA1 15,682 16,757
------------------------------------------- ------------ ------------
Depreciation (1,633) (1,332)
------------------------------------------- ------------ ------------
Amortisation (804) (793)
------------------------------------------- ------------ ------------
Share based payment charge (3,552) (1,527)
------------------------------------------- ------------ ------------
Adjusting items (2,227) (4,858)
------------------------------------------- ------------ ------------
Operating profit 7,466 8,247
------------------------------------------- ------------ ------------
-Finance income 18 26
------------ ------------
Finance costs (161) (258)
------------ ------------
Net finance costs (143) (232)
------------ ------------
Share of post-tax profits of equity
accounted joint venture - 115
------------ ------------
Profit before taxation 7,323 8,130
------------ ------------
Income tax expense (1,976) (2,899)
------------ ------------
Profit for the financial year attributable
to equity holders of the company 5,347 5,231
------------ ------------
Currency translation differences (net
of tax) 29 -
------------ ------------
Profit and total comprehensive income
for the financial year attributable
to equity holders of the company 5,376 5,231
------------ ------------
Basic earnings per share (pence) 2.6 3.0
------------ ------------
Diluted earnings per share (pence) 2.5 3.0
------------ ------------
1 Adjusted EBITDA, which is defined as profit before net finance
costs, tax, depreciation, amortisation, share based payment charge
and adjusting items is a non-GAAP metric used by management and is
not an IFRS disclosure.
-
Consolidated statement of financial position
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
Assets
------------ ------------
Non-current assets
------------ ------------
Goodwill and other intangible assets 15,436 14,558
------------ ------------
Property, plant and equipment 3,670 3,705
------------ ------------
Investments in equity-accounted joint
ventures 359 359
------------ ------------
Other receivables 592 469
------------ ------------
Deferred tax asset 260 -
------------ ------------
Total non-current assets 20,317 19,091
------------ ------------
Current assets
------------ ------------
Trade and other receivables 20,370 15,153
------------ ------------
Current tax asset 378 -
------------ ------------
Cash and cash equivalents 29,268 34,338
------------ ------------
Total current assets 50,016 49,491
------------ ------------
Total assets 70,333 68,582
------------ ------------
Equity
------------ ------------
Called up share capital 206 206
------------ ------------
Share premium reserve 28,993 28,993
------------ ------------
--Accumulated exchange differences 29 -
------------ ------------
Retained earnings 31,998 23,082
------------ ------------
Total equity 61,226 52,281
------------ ------------
Liabilities
------------ ------------
Non-current liabilities
------------ ------------
Non-current lease liability 1,960 2,648
------------ ------------
Provisions 540 209
------------ ------------
Deferred tax liability 394 920
------------ ------------
Total non-current liabilities 2,894 3,777
------------ ------------
Current liabilities
------------ ------------
Current lease liability 1,282 1,111
------------ ------------
Trade and other payables 4,295 11,209
------------ ------------
Current tax liabilities 636 204
------------ ------------
Total current liabilities 6,213 12,524
------------ ------------
Total liabilities 9,107 16,301
------------ ------------
Total equity and liabilities 70,333 68,582
------------ ------------
Consolidated statement of cash flows
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
Net cash flow from operating activities
------------ ------------
Profit for the financial year 5,347 5,231
------------ ------------
Income tax 1,976 2,899
------------ ------------
Net interest expense 143 232
------------ ------------
Share of post-tax profits of equity accounted
joint venture - (115)
------------ ------------
Operating profit 7,466 8,247
------------ ------------
Depreciation charge 1,633 1,332
------------ ------------
Amortisation of intangible assets 804 793
------------ ------------
Share based payments 3,552 1,527
------------ ------------
Loss on disposal 21 -
------------ ------------
Decrease in Directors' loan account - 53
------------ ------------
Provisions - 3
------------ ------------
Increase in trade and other receivables (5,210) (2,730)
------------ ------------
(Decrease) / increase in trade and other
payables (6,971) 3,779
------------ ------------
Cash generated from operations 1,295 13,004
------------ ------------
Tax paid (2,693) (678)
------------ ------------
Net cash generated from operating activities (1,398) 12,326
---------------------------------------------- ------------ ------------
Cash flows from investing activities
------------ ------------
Purchase of intangible assets (1,675) (295)
------------ ------------
Purchase of property, plant and equipment (544) (353)
------------ ------------
Repayment of loan - 1,204
------------ ------------
Loans to Directors - (2,700)
------------ ------------
Repayment of loan by Directors - 2,700
---------------------------------------------- ------------ ------------
Net cash used in investing activities (2,219) 556
------------ ------------
Cash flows from financing activities
------------ ------------
Repayment of borrowings - (13,200)
------------ ------------
Lease payments (1,227) (1,055)
------------ ------------
Lease deposits paid (105) -
------------ ------------
Costs incurred on IPO charged to share
premium - (990)
------------ ------------
Proceeds from share issue - 30,000
------------ ------------
Proceeds from share options vested - 14
------------ ------------
Interest paid (121) (250)
------------ ------------
Net cash used in financing activities (1,453) 14,519
------------ ------------
Net (decrease)/increase in cash and cash
equivalents (5,070) 27,401
------------ ------------
Cash and cash equivalents at the beginning
of the year 34,338 6,937
------------ ------------
Cash and cash equivalents at the end of
the year 29,268 34,338
------------ ------------
Consolidated statement of changes in equity
Accumulated Retained
Share Share exchange earnings Total
capital premium differences GBP'000 equity
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 January 2021 - 63 - 14,154 14,217
-------- -------- ------------- ---------- ---------
Profit for the financial year - - - 5,231 5,231
-------- -------- ------------- ---------- ---------
Total comprehensive income for
the year - - - 5,231 5,231
-------- -------- ------------- ---------- ---------
Share based payments - - - 1,527 1,527
-------- -------- ------------- ---------- ---------
Deferred tax on share options - - - (318) (318)
-------- -------- ------------- ---------- ---------
Current tax deduction on exercise
of share options - - - 2,600 2,600
-------- -------- ------------- ---------- ---------
Initial public offering - IPO
costs to share premium - (990) - - (990)
-------- -------- ------------- ---------- ---------
Shares issued on incorporation - - - - -
-------- -------- ------------- ---------- ---------
Share for share exchange and capital
reduction 302 - - (302) -
-------- -------- ------------- ---------- ---------
Exercise of share options 14 - - - 14
-------- -------- ------------- ---------- ---------
Share issue on IPO 17 29,983 - - 30,000
-------- -------- ------------- ---------- ---------
Share repurchase and reduction
of share premium (127) (63) - 190 -
-------- -------- ------------- ---------- ---------
Total transactions with owners,
recognised directly in equity 206 28,930 - 3,697 32,833
-------- -------- ------------- ---------- ---------
Balance as at 31 December 2021
and 1 January 2022 206 28,993 - 23,082 52,281
-------- -------- ------------- ---------- ---------
Profit for the financial year - - - 5,347 5,347
-------- -------- ------------- ---------- ---------
Currency translation differences
(net of tax) - - 29 - 29
-------- -------- ------------- ---------- ---------
Total comprehensive income for
the year - - 29 5,347 5,376
-------- -------- ------------- ---------- ---------
Share based payments - - - 3,552 3,552
-------- -------- ------------- ---------- ---------
Deferred tax on share options - - - 17 17
-------- -------- ------------- ---------- ---------
Total transactions with owners,
recognised directly in equity - - - 3,569 3,569
------------------------------------- -------- -------- ------------- ---------- ---------
Balance as at 31 December 2022 206 28,993 29 31,998 61,226
-------- -------- ------------- ---------- ---------
Going concern
The Company generated profit after tax of GBP5.3m during the
year ended 31 December 2022 (2021: GBP5.2m) and, at that date, the
Company's total assets exceeded its total liabilities by GBP61.2m
(2021: GBP52.3m) and it had net current assets of GBP43.8m (2021:
GBP37.0m).
The financial statements have been prepared on a going concern
basis. In determining the appropriate basis of preparation of the
financial statements, the Directors have considered whether the
Company can continue in operational existence for the foreseeable
future.
The Directors have considered the principle risks and
uncertainties with respect to their assessment of going concern,
none of which in the opinion of the Directors give rise to specific
risk to the going concern status of the Company. In particular
reliance on key individuals and relationships with social media
platforms do not give rise to any concerns with respect to
projected trading in the forthcoming 12 months.
The appalling and concerning events in Ukraine have affected us
all on a personal basis. As a Group we have no significant revenue
or costs associated with Russia or Ukraine. We will continue to
closely monitor the ongoing situation and impact on the Group. We
will also continue to monitor the increased inflation rate and
potential impending recession and the impact this may have on the
Group.
Whilst acknowledging the negative impact that the covid-19
pandemic may continue to have on the UK economy for 2023 and
beyond, having consulted with stakeholders extensively during the
last few years, including banks, staff and customers, the Directors
consider the Group to be in a strong and well prepared position and
are confident in the market outlook.
The Group will continue to monitor the latest position regarding
country restrictions on TikTok. Whilst the Group has grown
significant audiences on TikTok the platform is currently is not
contributing significantly to revenue or costs.
Given the significant cash reserves within the Group and the
strong net current and total net asset position, there is not
considered to be a plausible scenario where the Group would cease
to trade as a going concern within 12 months of the date of these
financial statements. The Directors have run an extreme downside
sensitivity scenario at 30% of forecast 2023 / 2024 revenue and
including the current cash balance the Group would still have
sufficient cash beyond 30 June 2024.
Revenue
The trading operations of the Group are in the online media
publishing industry and are all continuing. All assets of the Group
reside in the UK with the exception of GBP904k of property, plant
and equipment held in Australia (2021: GBP318k), GBP44k held in
Ireland (2021: GBPnil), and GBP15k held in US (2021: GBPnil).
Analysis of revenue
The Group's revenue and operating profit relate entirely to its
principal activity. Note that gross margin is not assessed
separately for the revenue streams below.
The analysis of revenue by stream is:
2022 2021
GBP'000 GBP'000
Direct 27,806 23,734
-------- --------
Indirect 33,601 29,716
-------- --------
Other 1,402 1,052
-------- --------
62,809 54,502
-------- --------
The geographical analysis of revenue by customer location
is:
2022 2021
GBP'000 GBP'000
United Kingdom 23,579 19,697
-------- --------
Ireland 25,485 25,311
-------- --------
Australia 4,476 2,781
-------- --------
US 7,102 5,729
-------- --------
Rest of the World 2,167 984
-------- --------
62,809 54,502
-------- --------
Note that the revenue allocated to the US is generated by UK
entities within the Group and not the newly set up US operations,
where revenue is expected to be first generated in 2023.
Major customers
In 2022 there were 2 major customers that individually accounted
for at least 10% of total revenue (2021: 1) (Customer A: 33% and
Customer B: 11%) (2021: Customer A: 38%). The total revenues
relating to these customers in 2022 were GBP27,623k (2021:
GBP20,675k).
Management have assessed the classification of the social agency
revenue stream and concluded that this should be recognised within
Direct rather than Other revenue. This is because social agency
contracts are direct with the customer and involve all elements
typically seen in the Direct revenue stream. For comparability
purposes a prior period reclassification has been made to the 31
December 2021 results.
Adjusting items
A breakdown of adjusting items is provided below:
2022 2021
GBP'000 GBP'000
Initial public offering
(IPO) related costs - 4,882
-------- --------
Amounts recoverable from
Bentley Harrington (335) (24)
-------- --------
Restructuring 1,571 -
-------- --------
US Setup costs 626 -
-------- --------
Tax settlements 365 -
-------- --------
Total adjusting items 2,227 4,858
-------- --------
Initial public offering ('IPO') related costs
IPO costs relate to the Group's admission to AIM in December
2021, which include GBP3,223k of adviser fees and commission,
GBP581k in relation to Company bonuses that were contingent on the
transaction, GBP476k in relation to tax and restructuring advice,
GBP376k on legal advisory and GBP226k of other IPO related costs.
Note that GBP990k of IPO related costs have been debited to share
premium in addition to the amount disclosed as adjusting items
above. GBP4,828k of the total IPO related costs (including those
debited to share premium) were paid during the year ended 31
December 2021. The remaining balance was settled within 2022,
leaving GBPnil unpaid at the year end.
Amounts recoverable from Bentley Harrington Limited
At the end of 2020 a receivable of GBP1,180k was recorded as an
asset. This relates to amounts due from Bentley Harrington Limited
- a company in administration. In October 2018, the group had
acquired a loan from a creditor of Bentley Harrington Limited of
GBP5,000k.
The receivable at the end of 2020 was in relation to this loan.
In 2021,GBP1,204k was received from the administrators of Bentley
Harrington Limited, being GBP24k more than the amount included as
receivable at 31 December 2020. Consistent with prior years, the
GBP24k difference was then recorded as an adjusting item (as the
receipt was in relation to transactions outside the normal course
of business). Within 2022 a further receipt of GBP335k was received
relating to statutory interest not accrued at the end of 2021.
Again, this was recognised as an adjusting item.
Restructuring
In 2022 the Group completed a restructuring of its workforce.
Details of the restructure can be found in the CFO report.
US Setup costs
In 2022, the Group opened its first office in the United States,
in New York. Costs in relation to the initial setup of the US
business have been classified as adjusting items within the year.
Details of these costs can be found in the CFO report.
Tax settlements
Two significant tax settlements have been made in 2022. Details
of these costs can be found in the CFO report.
Earnings per share
There is no difference between profit as disclosed within the
statement of comprehensive income and earnings used within the
earnings per share calculation for the reporting periods.
Basic earnings per share calculation:
2022 2021
Earnings per share from
continuing operations
------------ -----------
Earnings, GBP'000 5,347 5,231
------------ -----------
Number of shares, number 205,714,289 176,682,740
------------ -----------
Earnings per share,
pence 2.6 3.0
------------ -----------
Diluted earnings per share calculation:
2022 2021
Diluted earnings per
share from continuing
operations
------------ -----------
Earnings, GBP'000 5,347 5,231
------------ -----------
Number of shares, number 211,879,344 177,177,443
------------ -----------
Diluted earnings per
share, pence 2.5 3.0
------------ -----------
Reconciliation from weighted average number of shares used in
basic earnings per share to diluted earnings per share:
2022 2021
Number of shares in
issue at the start of
the period 205,714,289 174,951,429
------------ ------------
Effect of shares issued
in period - 1,731,311
------------ ------------
Weighted average number
of shares used in basic
earnings per share 205,714,289 176,682,740
------------ ------------
Employee share options 6,165,055 494,703
------------ ------------
Weighted average number
of shares used in diluted
earnings per share 211,879,344 177,177,443
------------ ------------
Share based payments
The Group operated a number of share based remuneration schemes
for employees prior to the initial public offering ('IPO') and a
number of schemes post-IPO. These have been summarised below.
Pre-IPO share based remuneration schemes
Prior to the IPO, LADbible Group Limited had a number of share
option agreements with Directors. All of these agreements had
employment conditions attached and vested over the period to an
'exit event'. An 'exit event' is defined as a sale of the business,
through private sale or listing. All of the 'Pre-IPO' share options
vested upon IPO.
Post-IPO share based remuneration schemes
Following the IPO, the Group implemented Long Term Incentive
Plans for the Executive Directors, Non-Executive Directors and Key
Management Personnel.
2021 Share Schemes
In 2021 a number of new share schemes were implemented, as
summarised below.
Scheme Summary
Long Term Incentive The Long Term Incentive Plan awards for the
Plan - Executive Directors were granted on 23 December
Executive Directors 2021, and vest subject to revenue and adjusted
EBITDA margin performance conditions ('base').
The Long Term Incentive Plan awards are also
subject to a multiplier based on absolute TSR
performance ('stretch'). The overall award
was granted as a combination of nil cost options
over LBG Media plc shares and an award of A
shares in LBG Holdco Limited, in respect of
the base and stretch amounts respectively.
The A shares in LBG Holdco Limited will convert
to LBG Media plc shares on exercise.
----------------------------------------------------
Non-Executive Director Awards were granted to certain Non-Executive
Awards Directors prior to, but conditional on, Admission
which vest on the second anniversary of Admission
subject to continued employment and no further
performance conditions.
----------------------------------------------------
Key Management Awards were also granted to a member of Key
Personnel Award Management Personnel under the Long Term Incentive
Plan on the Date of Admission (15 December
2021) which vest on 17 September 2022, with
no employment conditions attached. Awards were
granted to a member of KMP which vested immediately
on 15 December 2021, with no performance conditions
attached.
----------------------------------------------------
2022 Share Schemes
In the year, a number of new share schemes were implemented, as
summarised below.
Scheme Summary
UK Share Incentive A total of 738,660 awards were granted to
Plan employees on 19 January 2022, subject to
continued employment, which vest after three
years.
-----------------------------------------------
Long Term Incentive A total of 418,212 awards were granted to
Plan - senior employees on 12 January 2022, subject
Senior Managers to revenue performance conditions and an
Adjusted EBITDA margin underpin.
A further 418,212 awards were also granted
subject to a Total Shareholder Return (TSR)
multiplier. Vesting is after three years
and is contingent upon continued employment.
-----------------------------------------------
LADbible Incentive A total of 559,008 awards were granted on
Plan 13 January 2022, with a further issue of
17,045 awards on 25 February 2022, to senior
employees subject to revenue performance
conditions and an Adjusted EBITDA margin
underpin. Vesting is after three years and
is contingent upon continued employment.
-----------------------------------------------
Australia Share A total of 78,584 awards were granted to
Incentive Plan employees on 26 May 2022, subject to continued
employment, which vest after three years.
-----------------------------------------------
Ireland Share Incentive A total of 13,668 awards were granted to
Plan employees on 26 May 2022, subject to continued
employment, which vest after three years.
-----------------------------------------------
Save as you Earn The SAYE awards are options with an exercise
(SAYE) price of 133.56p. The completion date for
Incentive Plan the SAYE is three years from the contract
start date of 1 July 2022. All employees
were offered the opportunity to join the
SAYE scheme in 2022.
-----------------------------------------------
In 2023 the Group will reassess the vesting conditions for the
following schemes: Long Term Incentive Plan - Executive Directors;
Long Term Incentive Plan - Senior Managers; and LADbible Incentive
Plan. At the present growth trajectory none of the options will
vest.
The post IPO share based remuneration schemes have market based
vesting conditions included within the assumptions.
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January 2 4,438,243 10 136,200
------------ ------------ ------------ ---------
Granted during
the year 1 2,811,421 2 4,438,243
------------ ------------ ------------ ---------
Forfeited during
the year (1) (1,084,609) - -
------------ ------------ ------------ ---------
Exercised during
the year - - 10 (136,200)
------------ ------------ ------------ ---------
Outstanding at
31 December 2 6,165,055 2 4,438,243
------------ ------------ ------------ ---------
Summary of the Above - Split by Scheme:
Long Term Incentive Plan - Executive Directors
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January 1 1,189,280 - -
------------ ---------- ------------ ----------
Granted during
the year - - 1 1,189,280
------------ ---------- ------------ ----------
Forfeited during
the year (1) (289,284) - -
------------ ---------- ------------ ----------
Exercised during
the year - - - -
------------ ---------- ------------ ----------
Outstanding at
31 December 1 899,996 1 1,189,280
------------ ---------- ------------ ----------
Non-Executive Director Awards
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January 2 2,459,098 - -
------------ ---------- ------------ ----------
Granted during
the year - - 2 2,459,098
------------ ---------- ------------ ----------
Forfeited during
the year - - - -
------------ ---------- ------------ ----------
Exercised during
the year - - - -
------------ ---------- ------------ ----------
Outstanding at
31 December 2 2,459,098 2 2,459,098
------------ ---------- ------------ ----------
Key Management Personnel Award
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January 2 789,865 - -
------------ -------- ------------ --------
Granted during
the year - - 2 789,865
------------ -------- ------------ --------
Forfeited during
the year - - - -
------------ -------- ------------ --------
Exercised during
the year - - - -
------------ -------- ------------ --------
Outstanding at
31 December 2 789,865 2 789,865
------------ -------- ------------ --------
UK Share Incentive Plan
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January - - - -
------------ ---------- ------------ -------
Granted during
the year 2 738,660 - -
------------ ---------- ------------ -------
Forfeited during
the year (2) (227,280) - -
------------ ---------- ------------ -------
Exercised during
the year - - - -
------------ ---------- ------------ -------
Outstanding at
31 December 2 511,380 - -
------------ ---------- ------------ -------
Long Term Incentive Plan - Senior Managers
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January - - - -
------------ ---------- ------------ -------
Granted during
the year 1 836,424 - -
------------ ---------- ------------ -------
Forfeited during
the year (1) (302,141) - -
------------ ---------- ------------ -------
Exercised during
the year - - - -
------------ ---------- ------------ -------
Outstanding at
31 December 1 534,283 - -
------------ ---------- ------------ -------
LADbible Incentive Plan
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January - - - -
------------ ---------- ------------ -------
Granted during
the year 2 576,053 - -
------------ ---------- ------------ -------
Forfeited during
the year (2) (111,051) - -
------------ ---------- ------------ -------
Exercised during
the year - - - -
------------ ---------- ------------ -------
Outstanding at
31 December 2 465,002 - -
------------ ---------- ------------ -------
Australia Share Incentive Plan
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January - - - -
------------ -------- ------------ -------
Granted during
the year 2 78,584 - -
------------ -------- ------------ -------
Forfeited during
the year (2) (7,144) - -
------------ -------- ------------ -------
Exercised during
the year - - - -
------------ -------- ------------ -------
Outstanding at
31 December 2 71,440 - -
------------ -------- ------------ -------
Ireland Share Incentive Plan
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January - - - -
------------ ------- ------------ -------
Granted during
the year 2 13,668 - -
------------ ------- ------------ -------
Forfeited during
the year - - - -
------------ ------- ------------ -------
Exercised during
the year - - - -
------------ ------- ------------ -------
Outstanding at
31 December 2 13,668 - -
------------ ------- ------------ -------
Save as you Earn (SAYE) Incentive Plan
2022 2021
Weighted Weighted
average average
exercise 2022 exercise 2021
price (GBP) Number price (GBP) Number
Outstanding at
1 January - - - -
------------ ---------- ------------ -------
Granted during
the year 1 568,032 - -
------------ ---------- ------------ -------
Forfeited during
the year (1) (147,709) - -
------------ ---------- ------------ -------
Exercised during
the year - - - -
------------ ---------- ------------ -------
Outstanding at
31 December 1 420,323 - -
------------ ---------- ------------ -------
The exercise price of options outstanding at 31 December 2022,
ranged between GBP0.45 and GBP1.94 (2021: GBP0.95 and GBP1.75).
The schedule above has been updated to reflect the option
holders in LADbible Group Limited converting their options to
options in LBG Media PLC (i.e. post share split to a factor of
192).
Of the total number of options outstanding at 31 December 2022,
789,865 vested and were exercisable (2021: 526,577).
The following information is relevant to the determination of
the fair value of options granted during the year under equity
settled share based remuneration schemes operated by the Group.
2022 2021
GBP GBP
Equity settled
----------- -----------
Option pricing model
used Monte-Carlo Monte-Carlo
----------- -----------
Weighted average share
price at grant date 1.61 1.62
----------- -----------
Weighted average contractual
life (in days) 837 985
----------- -----------
Expected volatility 40% 40%
----------- -----------
Expected dividend growth
rate - -
----------- -----------
Summary of the Above - Split by Scheme:
Long Term Incentive Plan - Executive Directors
2022 2021
GBP GBP
Equity settled
----------- -----------
Option pricing model
used Monte-Carlo Monte-Carlo
----------- -----------
Weighted average share
price at grant date 1.45 1.45
----------- -----------
Weighted average contractual
life (in days) 1,105 1,105
----------- -----------
Expected volatility 40% 40%
----------- -----------
Expected dividend growth
rate - -
----------- -----------
Non-Executive Director Awards
2022 2021
GBP GBP
Equity settled
----------- -----------
Option pricing model
used Monte-Carlo Monte-Carlo
----------- -----------
Weighted average share
price at grant date 1.75 1.75
----------- -----------
Weighted average contractual
life (in days) 730 730
----------- -----------
Expected volatility 40% 40%
----------- -----------
Expected dividend growth
rate - -
----------- -----------
Key Management Personnel Award
2022 2021
GBP GBP
Equity settled
----------- -----------
Option pricing model
used Monte-Carlo Monte-Carlo
----------- -----------
Weighted average share
price at grant date 1.75 1.75
----------- -----------
Weighted average contractual
life (in days) 92 92
----------- -----------
Expected volatility 40% 40%
----------- -----------
Expected dividend growth
rate - -
----------- -----------
UK Share Incentive Plan
2022 2021
GBP GBP
Equity settled
----------- ----
Option pricing model
used Monte-Carlo -
----------- ----
Weighted average share
price at grant date 1.94 -
----------- ----
Weighted average contractual
life (in days) 1,096 -
----------- ----
Expected volatility 40% -
----------- ----
Expected dividend growth
rate - -
----------- ----
Long Term Incentive Plan - Senior Managers
2022 2021
GBP GBP
Equity settled
----------- ----
Option pricing model
used Monte-Carlo -
----------- ----
Weighted average share
price at grant date 1.29 -
----------- ----
Weighted average contractual
life (in days) 1,040 -
----------- ----
Expected volatility 40% -
----------- ----
Expected dividend growth
rate - -
----------- ----
LADbible Incentive Plan
2022 2021
GBP GBP
Equity settled
----------- ----
Option pricing model
used Monte-Carlo -
----------- ----
Weighted average share
price at grant date 1.94 -
----------- ----
Weighted average contractual
life (in days) 1,094 -
----------- ----
Expected volatility 40% -
----------- ----
Expected dividend growth
rate - -
----------- ----
Australia Share Incentive Plan
2022 2021
GBP GBP
Equity settled
----------- ----
Option pricing model
used Monte-Carlo -
----------- ----
Weighted average share
price at grant date 1.60 -
----------- ----
Weighted average contractual
life (in days) 1,096 -
----------- ----
Expected volatility 40% -
----------- ----
Expected dividend growth
rate - -
----------- ----
Ireland Share Incentive Plan
2022 2021
GBP GBP
Equity settled
----------- ----
Option pricing model
used Monte-Carlo -
----------- ----
Weighted average share
price at grant date 1.60 -
----------- ----
Weighted average contractual
life (in days) 1,096 -
----------- ----
Expected volatility 40% -
----------- ----
Expected dividend growth
rate - -
----------- ----
Save as you Earn (SAYE) Incentive Plan
2022 2021
GBP GBP
Equity settled
----------- ----
Option pricing model
used Monte-Carlo -
----------- ----
Weighted average share
price at grant date 0.58 -
----------- ----
Weighted average contractual
life (in days) 1,133 -
----------- ----
Expected volatility 40% -
----------- ----
Expected dividend growth
rate - -
----------- ----
The volatility assumption, measured at the standard deviation of
expected share price returns, is based upon a statistical analysis
of daily share prices for comparable listed media businesses over
the three-year 'Pre -- covid-19' period, being the three years
prior to 1 January 2020.
It is considered that volatility levels during covid-19 will not
be representative of likely volatility over the vesting period,
hence Pre-covid-19 volatility levels are considered more
appropriate.
The share based remuneration expense for the year is as
follows:
2022 2021
GBP'000 GBP'000
Equity settled schemes 3,552 1,527
-------- --------
The Company only share based remuneration expense in the year,
relating to the Non-Executive Director remuneration schemes only
was GBP2,490k (2021: GBPnil).
The Group did not enter into any share based payment
transactions with parties other than employees during the current
or prior period.
Called up share capital
A1 A2 B C A
Ordinary Ordinary Ordinary Ordinary Ordinary Deferred Ordinary
shares shares shares shares shares shares shares Total Total
Number Number Number Number Number Number Number Number GBP
At 1 January
2021 2,541 7,459 4,671 438 - - - 15,109 151
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Re-designation
in
the year - - - - 1 - - 1 60
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Issued during
the year 505,659 1,484,341 929,529 87,162 (1) - - 3,006,690 181,307,789
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Share issued
on
incorporation - - - - - - - - (181,005,820)
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Share split - - - 15,800 120,400 - - 136,200 13,620
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Capital 147,688,200
reduction 50,311,800 147,688,200 92,485,800 10,236,600 11,919,600 - - 312,642,000 -
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Subdivision
of shares (50,820,000) (149,180,000) (93,420,000) (10,340,000) (12,040,000) 127,228,571 188,571,429 - -
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Re-designation
in
the year - - - - - - 17,142,860 17,142,860 17,143
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Shares issued
on IPO - - - - - (127,228,571) - (127,228,571) (127,229)
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Balance at
31 December
2021
and
31 December
2022 - - - - - - 205,714,289 205,714,289 205,714
------------ ------------- ------------ ------------ ------------ -------------- ------------ ------------- --------------
Post year end, on 14 February 2023, the Company issued 9,000 new
ordinary shares of GBP0.001 each. On 4 April 2023, a further 9,000
new ordinary shares of GBP0.001 each were issued. Both of these
share issues were following the exercise of options granted under
the Company's Long Term Incentive Plan (Key Management Personnel
Award).
For details on the above transactions please refer to the 2021
Annual Report.
Subsequent events
On 20 March 2023 LADbible US Inc. acquired the social media
accounts, social media content, domain names, website, intellectual
property licenses, third party rights and records from Lessons
Learned in Life Inc. for a total value of CAD $700k. This
acquisition of assets is consistent with previous acquisitions made
(such as Go Animals in 2022), with the assets being recorded as
intangible assets in 2023.
Cautionary Statement
Certain statements included or incorporated by reference within
this announcement may constitute "forward-looking statements" in
respect of the Group's operations, performance, prospects and/or
financial condition. Forward-looking statements are sometimes, but
not always, identified by their use of a date in the future or such
words and words of similar meaning as "anticipates", "aims", "due",
"could", "may", "will", "should", "expects", "believes", "intends",
"plans", "potential", "targets", "goal" or "estimates". By their
nature, forward looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may
differ materially from those expressed or implied by those
statements. Accordingly, no assurance can be given that any
particular expectation will be met and reliance should not be
placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. No responsibility or
obligation is accepted to update or revise any forward-looking
statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a
profit forecast. This announcement does not constitute or form part
of any offer or invitation to sell, or any solicitation of any
offer to purchase any shares or other securities in the Company,
nor shall it or any part of it or the fact of its distribution form
the basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other
securities of the Company. Past performance cannot be relied upon
as a guide to future performance and persons needing advice should
consult an independent financial adviser. Statements in this
announcement reflect the knowledge and information available at the
time of its preparation. Liability arising from anything in this
announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that
cannot be excluded in accordance with such laws.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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END
FR GPUUCCUPWUAP
(END) Dow Jones Newswires
April 12, 2023 02:00 ET (06:00 GMT)
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