22 January 2025
LBG Media
plc
("LBG
Media", the "Company" or "Group")
Full year results for the
nine months ended 30 September 2024
FINANCIAL
PERFORMANCE AHEAD OF CALENDAR YEAR MARKET
EXPECTATIONS.
STRONG MOMENTUM GOING INTO
2025.
LBG Media, the global digital entertainment business with a
focus on young adults, is pleased to announce its results for the
nine months ended 30 September 2024 ("FY24" or "the period").
Following the change in year-end, statutory financial results are
being reported for the nine months ended 30 September
2024.
Highlights
●
|
Financial performance ahead of
market expectations for the calendar year to December
20241
|
●
|
Deeper brand relationships and
becoming integral to our clients' corporate marketing
strategies
|
●
|
Integration of U.S. businesses
delivered significant wins with a strong pipeline, providing
confidence in future growth
|
●
|
Increasing diversification of
revenues with Direct 51%, Indirect 47% (Social 26%, Web 21%), Other
2%2
|
●
|
Strong results in Direct & Web;
Social temporarily impacted by Facebook commercial model change in
calendar Q3
|
●
|
Positive first quarter in the year
ending 30 September 2025 ("FY25") giving confidence over full year
performance and clear line of sight to £200m revenue
|
Financial Highlights
|
FY24
(9 months to 30 September
2024)
|
FY23
(12 months to 31 December
2023)
|
Unaudited 12 months to 30
September 2024
|
Unaudited 12 months to 30
September 2023
|
Unaudited 12 month YoY growth
rate (%)
|
|
|
|
|
|
|
- Direct
|
34.4
|
29.3
|
43.9
|
31.6
|
39%
|
- Indirect
|
29.4
|
37.1
|
40.7
|
38.3
|
6%
|
- Other
|
1.1
|
1.1
|
1.6
|
1.0
|
60%
|
Total Group Revenue (£m)
|
64.9
|
67.5
|
86.2
|
70.9
|
22%
|
Adjusted EBITDA (£m)3
|
16.9
|
17.4
|
24.5
|
21.1
|
16%
|
Adjusted EBITDA margin3
|
26%
|
26%
|
28%
|
30%
|
(2)%pts
|
Profit before tax
|
12.1
|
5.9
|
14.5
|
11.0
|
32%
|
Cash and cash equivalents
|
27.2
|
15.8
|
27.2
|
30.7
|
(12)%
|
●
|
Total Group revenue up 22% for the
unaudited 12 months to 30 September 2024, with 6% organic growth
and the remainder attributed to the acquisition of Betches in
October 20234
|
●
|
Broadly even split between Direct
and Indirect reflects effectiveness of business model and
reinforces sustainability of our growth, with Facebook now
accounting for 23% of total revenue for the unaudited 12 months to
30 September, compared to 37% at time of IPO
|
●
|
Adjusted EBITDA up 16% for the
unaudited 12 months to 30 September 2024, predominantly driven by
the expansion of our U.S. footprint, through the acquisition of
Betches, and a more efficient ANZ operating model
|
●
|
Adjusted EBITDA margin impacted by
investments for growth of £3.4m which have focused on our Direct
and Web segments, and which are already delivering positive
results
|
●
|
Cash and cash equivalents of £27.2
million at 30 September 2024 (31 December 2023: £15.8 million) with
very strong cash conversion of 105%5
|
Strategic and Operational Highlights
DIRECT: Continued demand from brands
and media agencies for our content to reach young adults
online
●
|
Strong performance in client
retention and acquisition, with brief conversion of 29%, repeat
revenue of 74% and 9 clients that generate revenue over
$1m6
|
●
|
Expanded partnerships with major
brands such as Google, where we have supported campaigns for
Android, Pixel, Gemini, and Google Pay, showcase our ability to
collaborate with brands on a macro scale
|
INDIRECT: Revenues we share with
social media platforms that place adverts next to our
content
●
|
Global audience has grown by 19%
year-on-year, to 503m, with U.S. audience of 143m, highlighting our
unparalleled engagement and extensive reach7
|
●
|
Investment in Web
driving sessions and yields higher, with positive progress
maintaining our position as one of Facebook's largest
publishers
|
●
|
From July to September 2024, changes
to Facebook's commercial model resulted in lower Indirect revenues
from Social compared to the same period in the prior year. As with
previous platform changes, we were able to adapt quickly and saw a
return to normalised levels on exiting Q1 FY25, providing positive
momentum for the remainder of the new year ahead
|
U.S. EXPANSION: Combined business performing
well in the world's largest ad market
●
|
Strong signs of early success with
key client wins such as Netflix, L'Oreal and White
Castle and alignment of commercial teams in H1 bearing fruit
with a strong pipeline
|
●
|
Collaboration between LBG Media and
Betches has advanced Betches' social content strategy, showcasing
cross-business learning and presenting opportunity for
diversification of our U.S. revenues
|
Outlook
The Group has entered FY25 with good
momentum across its three growth lenses of Direct, Indirect, and
U.S. expansion. The Board remains confident in the size of the
opportunity ahead and may consider further investment to accelerate
the U.S. growth strategy.
Building on a robust first quarter
that achieved double-digit growth compared to the same period last
year, management is confident in the growth trajectory for the
remainder of FY25 and expects revenue to increase by approximately
10%.
CEO, Solly Solomou commented:
"2024 was a transformational year for LBG Media. We are
running more campaigns for more blue-chip brands, particularly in
the U.S., the largest advertising market in the world. We have been
able to drive this momentum for two reasons. Firstly, our
acquisition of Betches has extended our already-strong reach with
U.S. social audiences and our combined business is performing well.
Secondly, LBG Media has a unique model. More than half a
billion people globally, including Gen Z and Millennials, see us as
the go-to destination for digital content. The biggest brands and
the biggest celebrities therefore want to partner with us to access
the growing buying power and influence of this hard-to-reach
demographic. The strength of our model, our progress in the U.S.,
and our fantastic team, explain why our results are ahead of
calendar year expectations and give us confidence of further
progress in 2025."
Analyst Presentation
LBG Media will host a hybrid virtual
and in-person analyst briefing at 9.30am UK time, on Wednesday 22
January 2025. To join the briefing virtually, please use the
following webcast link: https://brrmedia.news/LBG_FY_24
A recording of the presentation will
also be available on the LBG Media website at
www.lbgmedia.co.uk/results-reports-presentations/results-and-presentations
following the event.
Notes
1 External market consensus
for year ending 31 December 2024: Revenue £86.3m and Adjusted
EBITDA £23.4m.
2 On a proforma basis for the
12 months to the 30 September 2024. Social and Web form part of
Indirect, which, along with Direct, is one of two core revenue
streams.
3 Adjusted EBITDA - earnings
before interest, tax, depreciation, and amortisation adjusted for
share-based payments (including employers NIC as appropriate) and
adjusting items. Adjusted EBITDA margin is adjusted EBITDA divided
by Group Revenue represented as a percentage.
4 Organic growth excludes the
impact of Betches acquisition and ANZ model
restructure.
5 Cash conversion is on a
proforma basis for the 12 months to 30 September 2024 and
calculated as operating cash flow divided by adjusted
EBITDA.
6 All numbers shown on a
proforma basis for the 12 months to 30 September 2024. Repeat
revenue represents percentage of proforma 2024 Direct revenue from
clients that ran campaigns with us in 2022 and 2023 proforma
periods.
7 Audience numbers reflect
social followers, unique podcast listeners and average monthly
website users in the 12 months 30 September 2024. The percentage
growth indicates the change compared to the corresponding period in
the previous year.
For
further information please contact:
LBG Media
plc
Solly Solomou, Co-founder &
CEO
Richard Jarvis, CFO
Matthew Lee, Investor Relations
|
investors@ladbiblegroup.com
|
Zeus (Nominated Adviser & Broker)
Dan Bate / Nick Cowles (Investment Banking)
Benjamin Robertson (Equity Capital Markets)
|
Tel: +44 (0) 161 831 1512 www.zeuscapital.co.uk
|
Peel Hunt LLP (Joint Broker) Neil Patel
Benjamin Cryer
Alice Lane
Kate Bannatyne
|
Tel: +44
(0) 207 418 8990
www.peelhunt.com
|
Media Enquiries
FTI Consulting
LLP
Jamie Ricketts /
Kwaku Aning / Jemima
Gurney
|
Tel: +44
(0) 203 727 1000 ladbiblegroup@fticonsulting.com
|
Notes to editors
We help brands reach young adults on
social media platforms, such as Facebook, Instagram, Snapchat, X,
YouTube and TikTok and our owned and operated websites.
We produce and distribute digital
content such as videos, editorial, images and audio.
We do this through our brands, such
as LADbible and SPORTbible, which are dedicated to distinct popular
interests (e.g. news, sport, gaming).
Engagement is at the heart of what
we do - which comes through in our two main revenue
streams:
a.
|
We create bespoke content for
blue-chip advertisers that gives them access to a young adult
audience that is hard to reach for traditional media players. This
is distributed across social media platforms and our owned and
operated websites. We call this 'Direct' revenue.
|
b.
|
Third parties - such as social media
platforms - generate revenue by placing advertising next to our
content. We call this 'Indirect' revenue, and the revenue is shared
between the publisher, which is us, and the social media
platform.
|
LBG Media is listed on the AIM
market of the London Stock Exchange (AIM: LBG).
CHAIR'S STATEMENT
LBG has come a long way from the
organisation that joined the public markets in 2021, and I am
immensely proud of the incredible work our team has done to shape
the present-day business. The past nine months have been another
period marked by strong financial performance, further embedding of
our footprint in the U.S. and strengthening our line of sight to
£200m of revenue. Underpinning the success of our business model is
our highly engaged audience. This audience grew by 19% in the 12
month proforma period ended 30 September 2024, to 503m, as rising
audience numbers, alongside key sporting and cultural event
campaigns, confirm our position as one of the 'go-to' digital
entertainment brands for young adults.
We remain extremely well positioned
to capture the opportunity ahead of us as the macro shift towards
digital advertising continues and the purchasing power of Gen Z
expands. As a digital advertiser focused on young adults, LBG is
direct beneficiary of these macro trends, and this is evident in
our financial performance, and future opportunity, as we look to
enhance value for our shareholders and stakeholders
alike.
Our
progress
In the 9 months ended 30 September
2024, LBG made significant progress focusing on three key growth
lenses: Direct, Indirect, and U.S. expansion, with the latter
supplementing growth across both Direct and Indirect operations.
During this period, the Group delivered revenue of £64.9m, adjusted
EBITDA reached £16.9m, while profit before tax increased to £12.1m.
For the unaudited proforma 12 months ended 30 September 2024, the
Group reported revenue of £86.2m, up 22% compared to the same prior
period. On an unaudited 12 month proforma basis, adjusted EBITDA
rose to £24.5m, an increase of 16%, and profit before tax grew 32%
to £14.5m.
Direct revenue, which is where we
provide content marketing services to blue-chip brands and media
agencies, accounted for over 50% of total Group revenue in the 9
months ended 30 September 2024 with the impressive growth driven by
an expanding client base, deeper relationships with existing
partners and the acquisition of Betches in October 2023. Direct
brief conversion of 29% and 74% repeat client revenue in the 12
month period to 30 September 2024 also highlights the confidence
our partners have in our ability to deliver targeted and unique
campaigns that drive meaningful penetration and results.
Our Indirect business is where we
generate revenue on social platforms and from our owned and
operated websites. We have expanded our Web capabilities by
investing in people and technology that have enhanced our Web
programmatic offering, resulting in a significant increase in both
sessions and yields during the period. Social revenues were
temporarily impacted by the Facebook commercial model change in
calendar Q3 but, as with previous platform changes, we were able to
adapt quickly and saw a return to normalised levels on exiting Q1
FY25. This gives us confidence and positive momentum for the
remainder of the new year ahead.
We also saw significant progress in
the U.S. market where we successfully integrated the LBG and
Betches commercial teams in the first half of the period, resulting
in several major wins that are a testament to the complementary
nature of our operations. Partnerships with global brands like The
Boston Beer Company, NYX Cosmetics, and White Castle illustrate the
growing demand for access to our vast audience and top-tier
capabilities in the U.S. market.
Change in accounting reference date
As announced on 24 July 2024, we
have adopted 30 September as our accounting year-end. In this
transitionary reporting period we are required to present the
statutory statements as the 9 months ending 30 September 2024 in
comparison to the 12 months ending 31 December 2023. However, we
appreciate that it is difficult for the reader to understand the
underlying performance of the business on this basis, therefore our
Annual Report and Accounts include an unaudited proforma
consolidated statement of comprehensive income as supplementary
information, providing insight into the Group's performance on an
annualised basis for the 12 months ending 30 September 2024 in
comparison to the 12 months ending 30 September 2023. This
unaudited proforma information, sourced from the Group's management
accounts for the two comparative periods, does not form part of the
audited financial statements. Additional notes, including segmental
analysis, key assumptions, and reconciliations to the reported
financial statements, are detailed on pages 27 to 29 of the Group's
Annual Report and Accounts.
Board changes
The Board is always open and
transparent with its shareholders and announces that, due to
personal reasons, the Company's Chief Financial Officer, Richard
Jarvis, is currently taking some time away from the
business. To ensure that in the interim the Board has the
appropriate oversight and guidance, I will move into an executive
Chair role, spending more time in the business, with particular
responsibility for the finance and legal teams. My career
included 14 years as COO, CFO & Deputy CEO at GB
Group plc, before I retired in June 2021.
LBG announced on 6 January 2025 that
Richard Flint has stepped down from his non-executive role on the
Board, effective 31 December 2024. I would like to express my
gratitude to Richard for his valuable contributions and guidance
during his tenure, particularly in helping to shape the Group's
strategic direction. The Board wishes him the very best in his
future endeavours.
Social responsibility and governance
We take immense pride in the
significant work we do to support meaningful causes and drive
positive change. Our commitment to being a socially responsible
organisation is rooted in our ability to engage with our audience,
empowering them by fostering communities that laugh, think, and
act. This engagement is a fundamental enabler of our success, and
we are dedicated to remaining true to these core values in the
years ahead.
Outlook
Finally, none of the progress made
this period would have been possible without the dedication and
hard work of our people. On behalf of the Board, I want to thank
every member of the LBG team for their commitment and effort
throughout the period - it has not gone unnoticed. I would also
like to extend my gratitude to the brands we work with, our global
audience and our shareholders for their continued support and
trust.
As we look ahead to the
opportunities and challenges of the coming year, I remain confident
that we present a unique and highly differentiated proposition
within the market. We capture the eyes and ears of a highly
sought-after demographic for marketers, and in the complex, digital
media landscape, the detailed understanding we have of this
audience provides a strong foundation for long-term growth and the
delivery of sustained shareholder value.
Dave Wilson
Chair
22 January 2025
CHIEF EXECUTIVE OFFICER'S REVIEW
2024 has been a period of strong
financial growth and key strategic and operational advancements as
we progress along our line of sight to £200m in revenue. This path
to £200m is driven by a clear focus on three key growth lenses:
Direct, Indirect, and U.S. expansion, with our expansion in the
U.S. supporting growth across both Direct and Indirect segments.
Combined with our diversified revenue streams, strong client
relationships, and dedicated team, this provides us with a platform
for sustainable growth, enabling LBG to continue to capture market
share from traditional media players in the years ahead.
Market dynamics
The global ad market is expected to
exceed $1 trillion by 2025.1 Over two-thirds of this is
allocated to digital advertising and the momentum continues to be
one-way, with this figure expected to reach 70% in the next year,
up from 50% just five years ago.1 This macro shift
positions LBG as a key player within the biggest and
fastest-growing segment of global advertising. A significant driver
of this growth is social media, which has become the largest global
advertising medium, accounting for 24% of total ad spend. With 94%
of Gen Z using social media, we are uniquely positioned to capture
spend targeting this influential demographic.1 Gen Z is
not only the largest generation ever from a population perspective,
but it is also demonstrating significant purchasing power - already
Gen Z represents 17% of global spend and is projected to become the
wealthiest generation that has ever lived.1 Our focus on
engaging this digitally native generation, alongside the rapid
expansion of the digital ad market, provides substantial
opportunities for sustainable long-term growth for our
business.
1
- Sources: WARC, Global Ad Spend Outlook 2024/25 & NIQ, A
Report on Gen Z Spending Power.
Financial Performance
We have delivered a strong financial
performance in both the reporting and proforma period. Total
revenue for the 9 months ended 30 September 2024 reached
£64.9m (12 month FY23: £67.5m). Revenue was £86.2m for the
unaudited proforma financial statements for the 12 months ended 30
September 2024, an increase of 22% based on the same period from
the prior year. The growth of Direct, which now accounts for more
than 50% of our total revenue, up from 41% at the time of our IPO
in 2021, underscores the effectiveness of our business model and
the strong relationships we have built with major brands. Further
diversity in Indirect revenues with the growth of our Web offering
provides the business with a robust and resilient financial
base.
Our strong topline performance in
the nine month period has resulted in adjusted EBITDA of £16.9m (12
month FY23: £17.4m). For the unaudited proforma financial
statements for the 12 months ended 30 September 2024, adjusted
EBITDA increased by 16%, driven by strong revenue growth,
improvements to the ANZ operating model, and the accretive impact
of Betches. Our profit before tax increased to £12.1m for the nine
month period ended 30 September 2024, whilst on an unaudited 12
month proforma basis, profit before tax grew 32% to £14.5m. We are
also pleased to report a healthy cash position of £27.2m as at 30
September 2024, up from £15.8m at 31 December 2023. This provides
us with the flexibility to continue reinvesting in our business and
pursue strategic acquisitions, thereby supporting our long-term
growth.
Strategic Progress
Direct: Direct revenue is where we provide content marketing
services to blue-chip brands and media agencies and have a direct
relationship with the advertiser.
Our Direct segment performed
extremely well in the nine months ended 30 September 2024, driven
by the strengthening of relationships with existing clients,
expansion of our client base and the acquisition of Betches in
October 2023. The growth in Direct revenue is a result of our
ability to build deeper, more strategic partnerships, particularly
with brands like Google, Lloyds and Costa Coffee, as well as our
growing footprint in the U.S. where we already have one $1 million
client. Our Euros-themed edition of the highly successful original
series "Snack Wars", which was sponsored by Uber Eats, was a great
showcase of our expanding capabilities as we delivered brand
sponsored-content in a native format that resonated with our
audience, garnering millions of views.
As our client relationships continue
to evolve, we have increasingly become an integral part of
corporate marketing strategies. Our direct brief conversion rate
for the 12 months ended 30 September 2024 stood at 29% and repeat
client revenue was 74% - both clear indicators of the trust and
value brands place in us, on a repeat basis. Our ability to provide
partners with real time analytics and ROI insights that demonstrate
the value and success of their advertising investment is a feature
which sets us apart from the competition, particularly traditional
media. We continue to capture a growing share of spend from these
traditional players, as our unique value proposition, high-quality
content, and deep audience engagement resonate with advertisers
seeking to connect with young adults.
Indirect: Indirect is where we generate revenue on social
platforms ("Social") and from our owned and operated websites
("Web").
Indirect has performed in line with
our expectations for the period, with solid growth driven by the
continued expansion of our global audience, which increased by 19%
to 503m in the 12 months to 30 September 2024. Our U.S. audience
now stands at 143m. Social, which includes revenues generated from
social media platforms and partners, delivered a robust performance
despite recent changes to Facebook's commercial model. While these
changes impacted social ad yields and introduced some short-term
volatility, the segment remained resilient as the new model focuses
on high-quality, engaging content - an area that aligns directly
with our strengths. As we have demonstrated with previous platform
changes, our scale, expertise, and data-driven approach enable us
to adapt quickly and navigate such changes in the external
environment efficiently.
Web has been a standout performer
and now accounts for 45% of Indirect revenue for the 12 months
ended 30 September 2024, up from 30% at the end of FY23. We have
seen significant growth, fuelled by ongoing investment in
technology and talent, which has led to substantially increased
yields through the period. The diversification of our Indirect
revenue, supported by both social platforms and our owned web
assets, enhances the stability of our income streams and provides
multiple levers for sustained, long-term growth.
U.S. Expansion: Supporting our growth across both Direct and
Indirect segments.
Expanding our operations in the
U.S., the world's largest advertising market, presents a
significant opportunity from both a Direct and Indirect
perspective. Since acquisition of Betches on 17 October 2023, we
have made significant strides in integrating our U.S. operations.
This has included consolidating offices at Betches HQ and
reorganising sales teams to focus on category specialisations in
areas such as entertainment, alcohol and consumer goods.
This operational shift has enabled
us to build deeper client relationships and is demonstrating
encouraging signs of early success with new high-profile
partnerships, such as Netflix, L'Oreal and White Castle, and a very
encouraging pipeline. We are also excited about new opportunities
such as the launch of Betches Sports, a sub-sector where we already
have significant experience through our SPORTbible brand. Our U.S.
operation offers brands a 'one-stop shop' to access our young adult
audience and the steps we have taken this year put the business in
a fantastic position to capitalise on the significant opportunity
ahead of us in the U.S. market.
Purpose Driven Work & Awards
At LBG we believe strongly in
leveraging our global platform to drive socially responsible
agendas, supporting meaningful change. During the period, we
launched the "You're On Mute" campaign to encourage young people to
vote in the general election and also partnered with charity Stamp
Out Spiking to launch the "End Spiking, Now" campaign, raising
awareness of the drink spiking problem and advocating for legal
changes. The campaign, which included a powerful mini-series,
culminated in the UK government's decision to make drink spiking a
specific offence. Additionally, LBG was honoured to become The
King's Trust's first official social partner for their annual
awards, celebrating young people who have overcome significant
barriers. These initiatives reflect our ongoing commitment to using
our platform to empower young people and contribute to positive
social change.
We are very proud to have been the
most awarded media owner at the Campaign Media Awards for the
second year running, with three wins for our partnerships with The
AA, Jacamo, and McDonald's. We also took home Best Finance Campaign
at the Digital Media Awards for Bank of Ireland, along with other
shortlists including 'Channel of the Year,' 'Best Factual Channel,'
and 'Best Short Form' for our Honesty Box show.
Clear Line of Sight to £200m Revenue
Opportunity
Through our strategic growth lenses
LBG is uniquely positioned for significant growth in the years
ahead and we remain on track as we progress along our line of sight
to £200m of revenue. The positive momentum in our market and the
continued growth of our global audience, is supported by our
ability to foster even deeper relationships with blue-chip brands
and key partners. Our U.S. operations provide a solid foundation
for further growth in the world's largest advertising market and
the diversification of our revenue streams, along with our strong
cash generation profile, provides us with the financial flexibility
to accelerate growth through strategic M&A
opportunities.
We have made tremendous progress in
the period, and with a clear strategy, strong partnerships, and
continued market expansion, LBG is well-positioned for sustained,
profitable growth in the years to come.
Solly Solomou
Chief Executive Officer
22 January 2025
FINANCIAL REVIEW
Highlights & KPIs
The Group delivered strong financial
performance in the 9 months to 30 September 2024, reflecting the
successful execution of our strategy across our three growth lenses
of Direct, Indirect and U.S. expansion. The following highlights
and key performance indicators ('KPIs') showcase our progress and
accomplishments over the period. As the current reporting period
covers 9 months, compared to a 12 month period for the prior year,
percentage changes have not been presented.
|
|
|
|
|
|
UNAUDITED
PROFORMA
|
|
9 months ended 30 Sept
24
|
|
Year ended 31 Dec
23
|
|
|
12 months ended 30 Sept
24
|
|
12 months ended 30 Sept
23
|
|
Change
|
|
£'000
|
|
£'000
|
|
|
£'000
|
|
£'000
|
|
%
|
Revenue
|
64,945
|
|
67,510
|
|
|
86,245
|
|
70,895
|
|
22%
|
Adjusted EBITDA
|
16,929
|
|
17,368
|
|
|
24,475
|
|
21,126
|
|
16%
|
Profit before tax
|
12,139
|
|
5,937
|
|
|
14,469
|
|
10,999
|
|
32%
|
Closing cash
|
27,174
|
|
15,800
|
|
|
27,174
|
|
30,727
|
|
(12%)
|
Cash generated from
operations
|
20,264
|
|
10,100
|
|
|
25,817
|
|
14,954
|
|
73%
|
Cash conversion
|
120%
|
|
78%
|
|
|
105%
|
|
71%
|
|
-
|
|
|
|
|
|
|
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Financial KPIs
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a % of
revenue
|
26.1%
|
|
25.7%
|
|
|
28.4%
|
|
29.8%
|
|
|
Profit before tax as a % of
revenue
|
18.7%
|
|
8.8%
|
|
|
16.8%
|
|
15.5%
|
|
|
|
|
|
|
|
|
|
|
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Non
financial KPI's
|
|
|
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Global audience* (m)
|
503
|
|
452
|
|
|
503
|
|
424
|
|
19%
|
Brief conversion
|
29%
|
|
29%
|
|
|
29%
|
|
29%
|
|
-
|
Daily web
sessions (m)
|
5.3
|
|
4.7
|
|
|
5.0
|
|
4.9
|
|
2%
|
Web yield per 1k sessions
(£)
|
10.01
|
|
6.87
|
|
|
10.07
|
|
6.04
|
|
67%
|
*
Global Audience reflects social followers, unique podcast listeners
and average monthly website users in the period.
Adjusted EBITDA, which is defined as profit before net finance
costs, tax, depreciation, amortisation, asset impairment and
release of related liabilities, share based payment charge and
adjusting items is a non-GAAP metric used by management and is not
an IFRS disclosure.
Financial Review
Revenue
|
9 months ended 30 Sept
24
|
|
Year ended 31 Dec
23
|
|
|
12 months ended 30 Sept
24
|
|
12 months ended 30 Sept
23
|
|
Change
|
|
£'000
|
|
£'000
|
|
|
£'000
|
|
£'000
|
|
%
|
Direct
|
34,443
|
|
29,349
|
|
|
43,920
|
|
31,635
|
|
39%
|
Indirect
|
29,368
|
|
37,111
|
|
|
40,749
|
|
38,272
|
|
6%
|
Other
|
1,134
|
|
1,050
|
|
|
1,576
|
|
988
|
|
60%
|
Total
|
64,945
|
|
67,510
|
|
|
86,245
|
|
70,895
|
|
22%
|
Total Group revenue for the 9 months
ended 30 September 2024 was £64.9m, demonstrating strong
operational performance despite being lower than the £67.5m
reported for the 12 month prior period. This highlights the growing
appeal of our offerings to advertisers and reflects the accelerated
growth driven by the strategic value we deliver to our clients on
both our Direct and Indirect revenue streams.
The strength of our diversified
revenue model continues to improve with Direct accounting for more
than 50% of total Group revenue, alongside progression of our Web
operations which now accounts for 49% of total Indirect revenue in
the 9 months ended 30 September 2024.
On an unaudited proforma basis,
revenue for the 12 months ended 30 September 2024 reached £86.2m,
representing a 22% increase compared to the prior year. This growth
comprised 6% organic growth, driven by deeper relationships with
blue-chip brands and continued expansion of Web, offset by softer
Social revenues as a result of the Facebook commercial model change
in calendar Q3. The remainder of the increase in total Group
revenue can be attributed to the acquisition of Betches, which
occurred in October 2023.
Direct revenue for the 9 months
ended 30 September 2024 was £34.4m (FY23 (12m): £29.3m). This
increase, despite the shorter reporting period, was primarily
driven by the inclusion of Betches, acquired as part of our U.S.
expansion strategy, which has strengthened our Direct revenue
streams and aligned with our focus on growing Direct revenue
through targeted market opportunities.
On an unaudited proforma basis,
Direct revenue for the year ended 30 September 2024 increased by
39%, to £43.9m, up from £31.6m in the prior year. The Group
continued to deliver high-quality content, retained, strengthened
and developed new relationships with key blue-chip brands, expanded
its presence in the U.S., and capitalised on significant cultural
and sporting moments with successful campaigns during the
year.
Indirect revenue for the 9 months
ended 30 September 2024 was £29.4m, down from £37.1m in the prior
year. This decline reflects the impact of the shorter reporting
period, as well as changes in Facebook's commercial model which
resulted in some short-term volatility in Social revenues in
calendar Q3. As with previous platform changes, we were able to
quickly adapt and saw a return to normalised levels on exiting Q1
FY25.
On an unaudited proforma basis,
Indirect revenue grew by 6% to £40.7m from £38.3m in the prior
year. This growth was driven by an expanding audience base and
significant monetisation improvements in our Web proposition,
aligning with the Group's strategy of delivering specialised
content to targeted audiences.
Operating expenses
Net operating expenses for the 9
months ended 30 September 2024 amounted to £52.4m, compared to
£61.4m for the previous 12 month period. On an unaudited proforma
basis, net operating expenses for the 12 months ended 30 September
2024 were £71.3m, representing an 19% increase from £59.8m in the
prior year. This increase primarily reflects the inclusion of a
full year of operating costs associated with Betches.
Adjusted EBITDA
Adjusted EBITDA for the 9 months
ended 30 September 2024 was £16.9m, compared to £17.4m for the year
ended 31 December 2023.
On an unaudited proforma basis,
Adjusted EBITDA was £24.5m for the 12 months ended 30 September
2024, a 16% increase from £21.1m in the previous year. Whilst this
improvement reflects the Group's effective management of core
operations, growth in Adjusted EBITDA has been impacted by
investments for growth of £3.4m which have focused on our Direct
and Web segments, and which are already delivering positive
results.
Adjusted EBITDA is used for internal
performance analysis to assess the execution of our strategy and is
a benchmark that has been used by management and the investment
community to assess the performance of the Group. 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 GAAP measure, being Profit Before Tax. It is
therefore important to understand the nature of any adjusting
items.
Share-Based Payment Charges
Share-based payment charges
decreased by £3.2m during the period, to £0.7m compared to £3.9m as
of 31 December 2023. The reduction was primarily driven by the
vesting of certain Non-Executive Director share schemes in the
prior year, which resulted in a decline in associated expenses for
the current period.
Amortisation and Depreciation
Amortisation for the 9 months ended
30 September 2024 was £1.8m, up from £1.4m in the prior period,
mainly reflecting the charge against intangible assets acquired
through Betches.
Unaudited proforma amortisation for
the 12 months ended 30 September 2024 was £2.4m, compared to £1.0m
in the prior year. This is due to the amortisation of intangible
assets recognised as part of the Betches acquisition in October
2023.
The depreciation charge for the 9
months ended 30 September 2024 was £1.8m (FY23 (12m): £2.1m) On a
pro-rata basis, the current year charge reflects an increase,
primarily driven by higher depreciation on right-of-use assets and
new additions during the year.
Adjusting Items
Adjusting items were £nil for the 9
months ended 30 September 2024, a decrease from £3.7m in the
previous period.
Unaudited proforma adjusting items
for the 12 months ended 30 September 2024 were £2.7m, compared to
£3.5m in the prior year. These items included costs related to
business reorganisations and acquisition-related fees, which
management considers non-recurring.
Net
finance costs
Net finance costs increased by £0.4m
to £0.9m (FY23 (12m): £0.5m). The increase in finance costs reflect
the unwinding of the discount on contingent consideration of £1.0m
arising on acquisition (FY23 (12m): £0.3m), offset by an increase
in finance income of £0.2m.
Share of joint ventures
The share in joint ventures amounted
to £0.5m for the nine months ended 30 September 2024 (FY23 (12m):
£0.3m). This increase reflects the growth and improved
profitability of Pubity Group Ltd.
Profit before tax
Profit before tax for the 9 months
to 30 September 2024 increased to £12.1m, more than doubling from
£5.9m in the prior year. This improvement was driven by lower
depreciation and amortisation expenses due to the shorter reporting
period, as well as a reduction in adjusting items.
Taxation
The tax charge for the period as
£3.2m (FY23 (12m): £4.3m).
Balance Sheet
As of 30 September 2024, the balance
sheet shows a strengthened financial position with a £5.8m increase
in total assets and an £8.0m rise in net assets from 31 December
2023.
The balance sheet reflects a
stronger liquidity position and a bank facility free
structure.
Total assets increased by £5.8m to
£97.1m from £91.3m, mainly due to trading performance and improved
cash conversion, offsetting decreases in non-current assets, such
as goodwill and PPE.
Total liabilities reduced by £2.2m
to £24.0m. Non-current liabilities declined by £4.5m due to
reductions in lease liabilities based on payments made in the year
of £1.6m and a £3.1m ($4.0m) payment of contingent consideration
relating to the Betches acquisition.
Included within reserves movements
in the year is a £1.6m currency translation difference (FY23 (12m):
£1.1m). The increase in the year relates to foreign exchange
movements on intercompany loans.
Cashflow and cash position
The Group continues to maintain a
strong cash position of £27.2m (FY23 (12m): £15.8m). Cash generated
from operations was £20.3m for the 9 month period (FY23 (12m):
£10.1m).
Cash conversion in the period was
120% of adjusted EBITDA (FY23 (12m): 78%). This has been driven by
improved focus on working capital management. During the period, we
made lease payments of £1.6m (FY23: £1.3m).
On an unaudited proforma basis, cash
decreased from £30.7m to £27.2m over the 12 months ended 30
September 2024, reflecting a net reduction of just
£3.5m.
This is particularly notable given
the significant cash outflows related to the acquisition of
Betches, including £17.6m paid at the time of acquisition and a
further £3.1m in contingent consideration settled in July
2024.
Solly Solomou
Chief Executive Officer
22 January 2025
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
Period ended 30 September
2024
|
Period
ended
30 September
2024
£'000
|
Year ended
31 December
2023
£'000
|
Revenue
|
64,945
|
67,510
|
Net operating expenses
|
(52,383)
|
(61,423)
|
Decrease in expected credit losses
of trade receivables
|
-
|
(22)
|
Operating profit
|
12,562
|
6,065
|
Analysed as:
|
|
|
Adjusted EBITDA1
|
16,929
|
17,368
|
Depreciation
|
(1,814)
|
(2,088)
|
Amortisation
|
(1,820)
|
(1,369)
|
Asset impairment and release of
related liabilities
|
-
|
(318)
|
Equity settled share-based payments
charge
|
(566)
|
(3,853)
|
Cash settled share-based payments
charge
|
(167)
|
-
|
Adjusting items
|
-
|
(3,675)
|
Group operating profit
|
12,562
|
6,065
|
Finance income
|
289
|
106
|
Finance costs
|
(1,217)
|
(565)
|
Net
finance costs
|
(928)
|
(459)
|
Share of post-tax profits of
equity-accounted joint venture
|
505
|
331
|
Profit before taxation
|
12,139
|
5,937
|
Income tax expense
|
(3,185)
|
(4,271)
|
Profit for the financial year attributable to equity holders
of the Company
|
8,954
|
1,666
|
Currency translation differences
(net of tax)
|
(1,562)
|
(1,082)
|
Profit and total comprehensive income for the financial year
attributable to equity holders of the Company
|
7,392
|
584
|
Basic earnings per share
(pence)
|
4.3
|
0.8
|
Diluted earnings per share
(pence)
|
4.1
|
0.8
|
1. Adjusted EBITDA, which is defined
as profit before net finance costs, tax, depreciation,
amortisation, asset impairment and release of related liabilities,
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
As at 30 September 2024
|
As at
30 September
2024
£'000
|
As at
31 December
2023
£'000
|
Assets
|
|
|
Non-current assets
|
|
|
Goodwill and other intangible
assets
|
37,330
|
39,782
|
Property, plant and
equipment
|
4,947
|
5,982
|
Investments in equity-accounted
joint ventures
|
1,195
|
690
|
Other receivables
|
219
|
198
|
Deferred tax asset
|
274
|
24
|
Total non-current assets
|
43,965
|
46,676
|
Current assets
|
|
|
Trade and other
receivables
|
25,982
|
28,765
|
Current tax asset
|
-
|
62
|
Inventory
|
22
|
27
|
Cash and cash equivalents
|
27,174
|
15,800
|
Total current assets
|
53,178
|
44,654
|
Total assets
|
97,143
|
91,330
|
Equity
|
|
|
Called up share capital
|
209
|
207
|
Share premium reserve
|
28,993
|
28,993
|
Accumulated exchange
differences
|
(2,615)
|
(1,053)
|
Retained earnings
|
46,572
|
37,006
|
Total equity
|
73,159
|
65,153
|
Liabilities
|
|
|
Non-current liabilities
|
|
|
Non-current lease
liability
|
1,757
|
2,975
|
Provisions
|
482
|
446
|
Non-current contingent
consideration
|
3,240
|
6,523
|
Deferred tax liability
|
535
|
556
|
Total non-current
liabilities
|
6,014
|
10,500
|
Current liabilities
|
|
|
Current lease liability
|
2,485
|
2,507
|
Trade and other payables
|
9,460
|
8,906
|
Contingent consideration
|
3,811
|
3,016
|
Current tax liabilities
|
2,214
|
1,248
|
Total current liabilities
|
17,970
|
15,677
|
Total liabilities
|
23,984
|
26,177
|
Total equity and liabilities
|
97,143
|
91,330
|
CONSOLIDATED STATEMENT OF CASH FLOWS
Period ended 30 September 2024
|
Period
ended
30 September
2024
£'000
|
Year ended
31 December
2023
£'000
|
Net
cash flow from operating activities
|
|
|
Profit for the financial
period/year
|
8,954
|
1,666
|
Income tax
|
3,185
|
4,271
|
Net interest expense
|
928
|
459
|
Share of post-tax profits of
equity-accounted joint venture
|
(505)
|
(331)
|
Operating profit
|
12,562
|
6,065
|
Depreciation charge
|
1,814
|
2,088
|
Amortisation of intangible
assets
|
1,820
|
1,369
|
Asset impairment and release of
related liabilities
|
-
|
318
|
Equity settled share-based
payments
|
566
|
3,853
|
Cash settled share-based
payment
|
167
|
-
|
Settlement of cash settled share
options
|
(305)
|
-
|
Gain on disposal of property, plant
and equipment
|
-
|
(30)
|
Effect of exchange rates on
contingent consideration
|
(13)
|
-
|
Decrease/(increase) in trade and
other receivables
|
2,737
|
(4,151)
|
Increase in trade and other
payables
|
916
|
588
|
Cash generated from operations
|
20,264
|
10,100
|
Tax paid
|
(2,638)
|
(2,898)
|
Net
cash generated from operating activities
|
17,626
|
7,202
|
Cash flows from investing activities
|
|
|
Purchase of intangible
assets
|
(563)
|
(1,045)
|
Purchase of property, plant and
equipment
|
(466)
|
(954)
|
Stamp duty paid
|
-
|
(26)
|
Acquisition of subsidiary, net of
cash acquired
|
-
|
(17,580)
|
Payment of contingent
consideration
|
(3,120)
|
-
|
Net
cash used in investing activities
|
(4,149)
|
(19,605)
|
Cash flows from financing activities
|
|
|
Lease payments
|
(1,621)
|
(1,323)
|
Lease deposits paid
|
(50)
|
(23)
|
Lease deposits received
|
25
|
544
|
Proceeds from share issue
|
2
|
1
|
Interest paid
|
(182)
|
(142)
|
Net
cash used in financing activities
|
(1,826)
|
(943)
|
Net
increase/(decrease) in cash and cash equivalents
|
11,651
|
(13,346)
|
Cash and cash equivalents at the
beginning of the period/year
|
15,800
|
29,268
|
Effect of exchange rate changes on
cash and cash equivalents
|
(277)
|
(122)
|
Cash and cash equivalents at the end of the
period/year
|
27,174
|
15,800
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 September 2024
|
Share
capital
£'000
|
Share
premium
£'000
|
Accumulated exchange
differences
£'000
|
Retained
earnings
£'000
|
Total
Equity
£'000
|
Balance as at 1 January
2023
|
206
|
28,993
|
29
|
31,998
|
61,226
|
Profit for the financial
year
|
-
|
-
|
-
|
1,666
|
1,666
|
Currency translation
differences
|
-
|
-
|
(1,082)
|
-
|
(1,082)
|
Total comprehensive (loss)/income for the
year
|
-
|
-
|
(1,082)
|
1,666
|
584
|
|
|
|
|
|
|
Issue of shares in the
year
|
1
|
-
|
-
|
-
|
1
|
Share based payments
|
-
|
-
|
-
|
3,853
|
3,853
|
Equity settled share options
switched to cash
settled share options
|
-
|
-
|
-
|
(494)
|
(494)
|
Deferred tax on share
options
|
-
|
-
|
-
|
(17)
|
(17)
|
Total transactions with owners, recognised directly in
equity
|
1
|
-
|
-
|
3,342
|
3,343
|
Balance as at 31 December 2023
and 1 January 2024
|
207
|
28,993
|
(1,053)
|
37,006
|
65,153
|
|
|
|
|
|
|
Profit for the financial
period
|
-
|
-
|
-
|
8,954
|
8,954
|
Currency translation
differences
|
-
|
-
|
(1,562)
|
-
|
(1,562)
|
Total comprehensive (loss)/income for the
period
|
-
|
-
|
(1,562)
|
8,954
|
7,392
|
|
|
|
|
|
|
Issue of shares in the
period
|
2
|
-
|
-
|
-
|
2
|
Share based payments
|
-
|
-
|
-
|
566
|
566
|
Deferred tax on share options and
intangibles
|
-
|
-
|
-
|
46
|
46
|
Total transactions with owners,
recognised directly in equity
|
2
|
-
|
-
|
612
|
614
|
Balance as at 30 September 2024
|
209
|
28,993
|
(2,615)
|
46,572
|
73,159
|
NOTES TO THE FINANCIAL STATEMENTS
Period ended 30 September 2024
1. General information
The principal activity of LBG Media
plc ('the Company') is that of a holding company and the principal
activity of the Company and its subsidiaries ('the Group') is that
of an online media publisher. The Company was incorporated on 20
October 2021 and is a public company limited by shares registered
in England and Wales. The registered office of the Company is 20
Dale Street, Manchester, M1 1EZ. The Company registration number
is 13693251.
The material accounting policies
applied in the preparation of these financial statements are set
out below. These policies have been consistently applied to all
periods presented, unless otherwise stated.
2. Basis of preparation
The consolidated financial
statements presented in this document have been prepared in
accordance with UK adopted International Accounting Standards in
conformity with the requirements of the Companies Act
2006.
The financial information set out
herein does not constitute the Company's statutory accounts for the
period ended 30 September 2024 or year ended 31 December 2023 but
is derived from those accounts. The financial information has been
prepared using accounting policies consistent with those set out in
the annual report and accounts for the period ended 30 September
2024. Statutory accounts for the year ended 31 December 2023 have
been delivered to the Registrar of Companies, and those for 2024
will be delivered in due course. The auditors have reported on
those accounts; their report was unqualified, did not include a
reference to any matters to which the auditors drew attention by
way of emphasis without qualifying their report, and did not
contain any statements under Section 498(2) or (3) of the Companies
Act 2006. The financial information is presented in sterling and
has been rounded to the nearest thousand (£'000).
3. Going concern
The Group generated profit before
tax of £12,139k during the period ended 30 September 2024 (FY23:
£5,937k) and, at that date, the Group's total assets exceeded its
total liabilities by £73,159k (FY23: £65,153k) and it had net
current assets of £35,208k (FY23: £28,977k).
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 Group can continue in operational
existence for the foreseeable future.
The Directors have considered the
principal 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
Group. In particular, reliance on key individuals and social media
platforms do not give rise to any concerns with respect to
projected trading in the forthcoming 12 months.
The Directors have assessed the
Group's ability to continue as a going concern, considering its
significant cash reserves, strong net current asset position, and
overall net asset position. Based on this assessment, the Directors
do not consider there to be any plausible scenario in which the
Group would cease to trade as a going concern within 12 months from
the date of approval of these financial statements.
As part of their assessment, the
Directors have modelled a plausible downside scenario, which
includes the potential loss of a key customer. The results indicate
that the Group's business model is resilient and capable of
withstanding this event while maintaining sufficient cash
reserves.
In addition, the Directors have
prepared a severe downside scenario to determine the level of
revenue decline required for the Group to no longer be considered a
going concern. The analysis demonstrates that revenue would need to
fall by 75% from forecast levels for this to occur. Even in this
extreme scenario, the Group would retain sufficient liquidity to
meet its obligations and continue operations beyond 30 April
2026.
Accordingly, the Directors consider
it appropriate to prepare the financial statements on a going
concern basis.
4. 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
£1,018k of property, plant and equipment held in the United States
(FY23: £1,311k), £419k held in Ireland (FY23: £59k), and £nil held
in Australia (FY23: £63k).
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:
|
FY24
£'000
|
FY23
£'000
|
Direct
|
34,443
|
29,349
|
Indirect
|
29,368
|
37,111
|
Other
|
1,134
|
1,050
|
|
64,945
|
67,510
|
The geographical analysis of revenue
by customer location is:
|
FY24
£'000
|
FY23
£'000
|
United Kingdom
|
24,073
|
24,230
|
U.S.
|
20,564
|
9,571
|
Ireland
|
15,810
|
26,379
|
Australia
|
457
|
4,206
|
Rest of the World
|
4,041
|
3,124
|
|
64,945
|
67,510
|
Major customers
In FY24 there was 1 major customer
that individually accounted for at least 10% of total revenue
(FY23: 1) (Customer A: 20%) (FY23: Customer A: 34%). The total
revenues relating to this customer in FY24 was £13,209k (FY23:
total revenues relating to this customer was £23,203k).
5. Employees and Directors
The average monthly number of
persons employed by the Group (including Directors) during the
period, analysed by category, was as follows:
|
Number of
employees
FY24
|
Number of
employees
FY23
|
Sales
|
50
|
43
|
Administration
|
421
|
403
|
|
471
|
446
|
The aggregate payroll costs of these
persons were as follows:
|
FY24
£'000
|
FY23
£'000
|
Wages and salaries
|
23,059
|
25,142
|
Social security costs
|
2,421
|
2,863
|
Other pension costs
|
497
|
516
|
Share based payments
|
733
|
3,853
|
Total payroll costs
|
26,710
|
32,374
|
Capitalised payroll costs to
software costs
|
(211)
|
(281)
|
Net
payroll costs recorded within net operating
expenses
|
26,499
|
32,093
|
The Group operates a defined
contribution plan which receives fixed contributions from Group
companies. The Group's legal or constructive obligation for these
plans is limited to the contributions. The expense recognised in
the current year in relation to these contributions was £497k
(FY23: £516k).
Pension contributions included in
accruals at 30 September 2024 were £124k (31 December 2023:
£118k).
Key management
compensation
Key management includes Directors.
The compensation paid or payable to key management for services is
shown below:
|
FY24
£'000
|
FY23
£'000
|
Salaries including
bonuses
|
930
|
1,181
|
Social security costs
|
122
|
152
|
Short-term monetary
benefits
|
8
|
7
|
Termination benefits
|
-
|
267
|
Share based payment
charge
|
340
|
2,672
|
Total short-term benefits
|
1,400
|
4,279
|
Directors
The Directors' emoluments were as
follows:
|
FY24
£'000
|
FY23
£'000
|
Directors' aggregate
emoluments
|
930
|
1,183
|
Defined contribution
pension1
|
5
|
7
|
Gain on exercise of share
options2
|
1,927
|
-
|
Share based payment
charge
|
340
|
2,672
|
|
3,202
|
3,862
|
1. In the period, 1 Director accrued
retirement benefits in respect of qualifying services under a
defined contribution scheme (FY23: 2 Directors).
2. In the period, 2 Directors
exercised share options and received shares under long-term
incentive schemes (FY23: no Directors).
Remuneration was paid by LADbible
Group Limited, a subsidiary company of the Group.
The remuneration of the highest paid
Director, excluding share-based payment charge, was as
follows:
|
FY24
£'000
|
FY23
£'000
|
Directors' aggregate
emoluments
|
348
|
373
|
Defined contribution
pension
|
-
|
-
|
|
348
|
373
|
The highest paid Director did not
exercise share options within the current or prior period. No
shares were received or receivable by the Director in the current
or prior period in respect of qualifying services under a long term
incentive scheme.
6. Net operating expenses
|
FY24
£'000
|
FY23
£'000
|
Employee benefit expense
|
26,499
|
32,093
|
Amortisation
|
1,820
|
1,369
|
Depreciation
|
1,814
|
2,088
|
Asset impairment and release of
related liabilities
|
-
|
318
|
Auditor's remuneration
|
442
|
275
|
Legal and professional
|
1,920
|
1,721
|
Media costs
|
5,075
|
5,841
|
Production costs
|
5,772
|
5,285
|
Travel and expenses
|
1,221
|
1,366
|
Establishment costs
|
6,011
|
6,481
|
Foreign currency
loss/(gain)
|
635
|
(110)
|
Adjusting items
|
-
|
3,675
|
Other expenses
|
1,174
|
1,021
|
Total net operating expenses
|
52,383
|
61,423
|
Auditor's remuneration in FY24
includes £335k (FY23: £260k) for the audit of the Group and £15k
for the audit of the Company (FY23: £15k), the remaining £92k
relates to additional fees incurred in relation to the FY23
audit.
A breakdown of the asset impairment
and release of related liabilities is provided below:
|
FY24
£'000
|
FY23
£'000
|
Impairment of plant, property and
equipment
|
-
|
559
|
Release of dilapidation
provision
|
-
|
(123)
|
Modification of lease
liability
|
-
|
(118)
|
Total asset impairment and release of related
liabilities
|
-
|
318
|
During the prior year, as part of
the ANZ business reorganisation, the Group impaired certain assets
which included right of use assets, released a dilapidation
provision no longer required and modified a lease liability after
a reduction in the lease term was agreed with the
landlord.
A breakdown of adjusting items is
provided below:
|
FY24 Gross
£'000
|
FY24 Tax
impact
£'000
|
FY23 Gross
£'000
|
FY23 Tax
impact
£'000
|
Costs associated with business
reorganisations - ANZ
|
-
|
-
|
1,371
|
406
|
Acquisition related fees
|
-
|
-
|
1,141
|
331
|
One-off retention payment in
2023
|
-
|
-
|
621
|
158
|
Costs associated with business
reorganisations - Non-ANZ
|
-
|
-
|
609
|
152
|
Tax credits
|
-
|
-
|
(67)
|
(17)
|
Total adjusting items
|
-
|
-
|
3,675
|
1,030
|
The blended tax rates for each
adjusting item differ due to the costs being incurred within
different jurisdictions, thus incurring tax at differing
rates.
Costs associated with business
reorganisations - ANZ
On 8 November 2023, the Group
announced changes to the Group's operating model within ANZ to
address declining profitability. This change involved centralising
the Social and Web operations into the UK, as well as appointing a
third-party partner, Val Morgan Digital, to perform commercial
operations in Australia and New Zealand. Significant costs were
incurred, mainly the termination costs of the local team members
that didn't transfer to Val Morgan Digital and it is appropriate to
categorise these costs as adjusting items to better reflect the
underlying performance of the Group.
These adjusting items total £nil
(FY23: £1,371k) and include £nil (FY23: £1,210k) of staff related
costs and £nil (FY23: £161k) of non-staff related costs. Of the
total cost of £1,371k, £375k was paid within the period (FY23:
£964k), with the remaining balance of £32k (FY23: £407k) being
accrued at the year end date.
Acquisition related fees
Acquisition related costs of £nil
(FY23: £1,141k) include legal, professional advisor and other costs
directly attributable to the acquisition of Betches Media, LLC in
October 2023, and other target acquisitions. Of the total cost of
£1,141k, £313k was paid within the period (FY23: £828k), with £nil
(FY23: £313k) being accrued at the year end date.
One-off retention payment in
2023
In FY23, recognising a set of unique
circumstances of stabilising and retaining staff following the
large reorganisation in the last quarter of 2022 that was also
compounded by the cost-of-living crisis, the Group made a payment
of £710k to employees to mitigate retention risks. This payment was
fully repayable if they chose to leave within the year, £89k was
recovered in the prior year as a result of leavers. Due to the
one-off nature of this payment and to facilitate meaningful
understanding of underlying performance and comparison with prior
and future years this was considered an adjusting item. The cost of
£621k was recognised in full within FY23 and there was no
outstanding liability at the year end.
Costs associated with business
reorganisations - Non-ANZ
Costs associated with team member
reorganisations within the prior year of £609k related to exit
costs of personnel leaving the business due to reorganisations
within our operating divisions and Board. £397k of that cost
related to Board level changes due both the resignation of the CFO
in April 2023 which led to some dual CFO costs and the
resignation of the COO in July 2023 who left the business at that
point. The remaining £212k related to the exit costs of senior team
members. Due to the nature of these costs, management deemed them
to be adjusting items in order to better reflect the underlying
performance of the Group. Exit costs outside of these circumstances
were treated as operating expense.
Of the total cost of £609k, £152k
was paid within the period (FY23: £457k), with £nil (FY23: £152k)
accrued at the year end date.
Tax credits
In FY22, the Group agreed to settle
a PAYE liability on behalf of two employees, totalling £224k. As
this was a one-off settlement, it was classified as an adjusting
item. In the prior year, following a settlement agreement with HMRC
this liability was reduced by £67k and the revised liability of
£157k was paid in full. As this was a one-off settlement, this was
classified as an adjusting item.
7. 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:
|
FY24
|
FY23
|
Earnings per share from continuing
operations
|
|
|
Earnings, £'000
|
8,954
|
1,666
|
Number of shares, number
(m)
|
209.1
|
206.5
|
Earnings per share, pence
|
4.3
|
0.8
|
Diluted earnings per share
calculation:
|
FY24
|
FY23
|
Diluted earnings per share from continuing
operations
|
|
|
Earnings, £'000
|
8,954
|
1,666
|
Number of shares, number
(m)
|
217.7
|
217.7
|
Diluted earnings per share, pence
|
4.1
|
0.8
|
Reconciliation from weighted average
number of shares used in basic earnings per share to diluted
earnings per share:
|
FY24
(m)
|
FY23
(m)
|
Number of shares in issue at the start of the
period
|
206.5
|
205.7
|
Effect of shares issued in
period
|
2.6
|
0.8
|
Weighted average number of shares
used in basic earnings per share
|
209.1
|
206.5
|
Employee share options
|
8.6
|
11.2
|
Weighted average number of shares used in diluted earnings per
share
|
217.7
|
217.7
|
8. Net finance costs
|
FY24
£'000
|
FY23
£'000
|
Unwinding of discount on
provisions
|
(17)
|
(24)
|
Unwinding of discount on contingent
consideration liability
|
(1,014)
|
(314)
|
On lease interests
|
(182)
|
(142)
|
Other interest
|
(4)
|
(85)
|
Finance costs
|
(1,217)
|
(565)
|
|
|
|
Unwinding of discounts on
deposits
|
7
|
57
|
Bank interest received
|
282
|
49
|
Finance income
|
289
|
106
|
Net
finance costs
|
(928)
|
(459)
|
9. Income tax expense
Tax expense included in profit or
loss:
|
FY24
£'000
|
FY23
£'000
|
Current year tax:
|
|
|
Current taxation charge for the
period
|
2,758
|
3,742
|
Adjustments in respect of prior
years
|
273
|
146
|
Foreign tax suffered
|
635
|
-
|
Total current tax
|
3,666
|
3,888
|
Deferred tax:
|
|
|
Current year
|
5
|
231
|
Adjustments in respect of prior
years
|
(486)
|
115
|
Effect of change in tax
rates
|
-
|
37
|
Total deferred tax
|
(481)
|
383
|
Total tax on profit on ordinary activities
|
3,185
|
4,271
|
Equity items
|
|
|
Current tax
|
-
|
-
|
Deferred tax
|
(46)
|
17
|
Total tax recognised in equity
|
(46)
|
17
|
Reconciliation of tax
charge
The tax assessed for the year is
higher (FY23: higher) than at the standard rate of corporation tax
in the UK. The differences are explained below:
|
FY24
£'000
|
FY23
£'000
|
Profit before taxation
|
12,139
|
5,937
|
Tax on profit multiplied by standard
rate of corporation tax in the UK at 25.0% (FY23:
23.50%)
|
3,035
|
1,395
|
Effects of:
|
|
|
Adjustments in respect of prior
years
|
(110)
|
260
|
Expenses not deductible
|
252
|
555
|
Income not taxable
|
(134)
|
-
|
Effect of change in UK tax
rates
|
-
|
37
|
Effects of overseas tax
rates
|
(50)
|
(152)
|
Exempt items
|
-
|
25
|
Amounts not recognised
|
4
|
1,434
|
Foreign exchange
|
-
|
4
|
Effect of deferred tax on share
options
|
188
|
713
|
Total taxation charge
|
3,185
|
4,271
|
Amounts not recognised in 2023
include losses incurred from the changes to ANZ operations during
the year.
10. Goodwill and other intangible
assets
|
Trade-marks and
licenses
£'000
|
Software
£'000
|
Relationships
£'000
|
Brand
£'000
|
Content
library
£'000
|
Goodwill
£'000
|
Social Media
Pages
£'000
|
Total
£'000
|
Cost
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
28
|
1,183
|
1,300
|
4,694
|
300
|
10,094
|
1,074
|
18,673
|
Additions
|
-
|
524
|
-
|
-
|
-
|
-
|
521
|
1,045
|
Acquired through
business combination
|
-
|
-
|
3,850
|
6,744
|
-
|
15,197
|
-
|
25,791
|
Exchange adjustments
|
-
|
-
|
(164)
|
(294)
|
-
|
(646)
|
(21)
|
(1,125)
|
At
31 December 2023
|
28
|
1,707
|
4,986
|
11,144
|
300
|
24,645
|
1,574
|
44,384
|
Additions
|
-
|
211
|
-
|
-
|
-
|
-
|
352
|
563
|
Disposals
|
-
|
(404)
|
-
|
-
|
-
|
-
|
-
|
(404)
|
Exchange adjustments
|
-
|
-
|
(182)
|
(326)
|
-
|
(718)
|
(23)
|
(1,249)
|
At
30 September 2024
|
28
|
1,514
|
4,804
|
10,818
|
300
|
23,927
|
1,903
|
43,294
|
|
|
|
|
|
|
|
|
|
Accumulated Amortisation
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
27
|
359
|
550
|
1,949
|
298
|
-
|
54
|
3,237
|
Charge for the year
|
-
|
266
|
225
|
642
|
2
|
-
|
234
|
1,369
|
Exchange adjustments
|
-
|
-
|
-
|
(2)
|
-
|
-
|
(2)
|
(4)
|
At
31 December 2023
|
27
|
625
|
775
|
2,589
|
300
|
-
|
286
|
4,602
|
Charge for the year
|
1
|
241
|
442
|
865
|
-
|
-
|
271
|
1,820
|
Elimination on disposal
|
-
|
(404)
|
-
|
-
|
-
|
-
|
-
|
(404)
|
Exchange adjustments
|
-
|
-
|
(21)
|
(33)
|
-
|
-
|
-
|
(54)
|
At
30 September 2024
|
28
|
462
|
1,196
|
3,421
|
300
|
-
|
557
|
5,964
|
|
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
1
|
824
|
750
|
2,745
|
2
|
10,094
|
1,020
|
15,436
|
At 31 December 2023
|
1
|
1,082
|
4,211
|
8,555
|
-
|
24,645
|
1,288
|
39,782
|
At
30 September 2024
|
-
|
1,052
|
3,608
|
7,397
|
-
|
23,927
|
1,346
|
37,330
|
Goodwill relates to two
acquisitions. The first was Bentley Harrington (trading as
'UNILAD') which was acquired in FY18 (£10,094k), the second is
Betches which was acquired in FY23 (£15,197k at the date of
acquisition). See Note 16 for details of the Betches Media, LLC
acquisition.
Brand and relationships intangible
assets relate partly to those acquired in the prior year following
the Betches acquisition (total of £10,594k at the date of
acquisition). The remaining position in this category relate to
assets acquired from Bentley Harrington in FY18, net of
amortisation to date.
With regard to social media pages,
in FY23, the Group acquired the social media accounts, the social
media content, the IP records, the third party rights, the records
and all intellectual property rights connected to such assets for
total consideration of CA$700k (£521k) from Lessons Learned in Life
Inc. In FY24, the Group completed the bolt-on asset acquisition of
social media pages from Creative Expansions, Inc. for $450k
(£352k).
During the year, £404k (FY23: £nil)
of fully written down assets were disposed of. Within the year,
£563k of the additions were paid for (FY23: £1,045k, net of
business combinations).
The individually material intangible
assets at the period end, excluding goodwill, are
summarised below:
Intangible asset name
|
Asset category
|
Net book value at the period
end £'000
|
Remaining amortisation period
(years)
|
Description
|
Betches - Brand
|
Brand
|
5,552
|
9
|
The Betches brand was acquired in
FY23 as part
of the acquisition of Betches Media, LLC.
|
Betches -
Content
partner relationships
|
Content partner
relationships
|
3,086
|
7
|
The Betches content partner
relationships were acquired in FY23 as part of the acquisition of
Betches Media, LLC.
|
UNILAD - Brand
|
Brand
|
1,813
|
4
|
The UNILAD brand was acquired from
Bentley Harrington in FY18.
|
Go Animals social media
pages
|
Social media pages
|
832
|
8
|
The Go Animals social media pages
were acquired in FY22.
|
UNILAD -
Content partner relationships
|
Content partner
relationships
|
524
|
4
|
The UNILAD content partner
relationships were acquired from Bentley Harrington in
FY18.
|
Order Management System
(OMS)
|
Software
|
403
|
3
|
The OMS was completed in FY23 and
serves as
the Group's order management system.
|
Lessons Learned in Life social media
pages
|
Social media pages
|
247
|
1
|
The Lessons Learned In Life social
media pages were acquired in FY23.
|
Women Working Facebook
page
|
Social media pages
|
246
|
2
|
The Women Working Facebook page was
acquired in FY24.
|
The individually material intangible
assets at the prior year end, excluding goodwill, are summarised
below:
Intangible asset name
|
Asset category
|
Net book value at the year
end
£'000
|
Remaining amortisation period
(years)
|
Description
|
Betches - Brand
|
Brand
|
6,325
|
10
|
The Betches brand was acquired in
FY23 as part
of the acquisition of Betches Media, LLC - see
Note 16.
|
Betches -
Content partner relationships
|
Content partner
relationships
|
3,592
|
8
|
The Betches content partner
relationships were acquired in FY23 as part of the acquisition of
Betches Media, LLC - see Note 16.
|
UNILAD - Brand
|
Brand
|
2,150
|
5
|
The UNILAD brand was acquired from
Bentley Harrington in FY18.
|
Go Animals social media
pages
|
Social media pages
|
913
|
9
|
The Go Animals social media pages
were acquired in FY22.
|
UNILAD -
Content partner relationships
|
Content partner
relationships
|
621
|
5
|
The UNILAD content partner
relationships were acquired from Bentley Harrington in
FY18.
|
Order Management System
(OMS)
|
Software
|
485
|
4
|
The OMS was completed in FY23 and
serves as the Group's order management system, which is a step
change in the way the Group manages the sales process.
|
Lessons Learned in Life social media
pages
|
Social media pages
|
374
|
2
|
The Lessons Learned In Life social
media pages were acquired in FY23.
|
The Group is required to test, on an
annual basis, whether goodwill has suffered any impairment. The
recoverable amount is determined based on value in use
calculations. The use of this method requires the estimation of
future cash flows and the determination of a discount rate in order
to calculate the present value of the cash flows.
The performance of the Group has
historically been monitored at a Group level, with the Group
considered the only cash-generating unit (CGU) in prior periods.
However, following the acquisition of Betches in October 2023, it
has been determined that Betches operates largely independently of
the legacy LBG Media Group, although key strategic decisions are
made centrally. As a result, Betches will be treated as a separate
CGU going forward.
The NBV of goodwill by CGU is as
follows:
CGU
|
FY24
£'000
|
FY23
£'000
|
LBG Media:
|
10,094
|
10,094
|
Betches Media, LLC:
|
13,833
|
14,552
|
The value in use assessments for
both CGUs - LBG Media and Betches - are based on discounted cash
flow models prepared over a five-year forecast period, with cash
flows extrapolated into perpetuity using a long-term growth rate.
Key assumptions used in the value in use calculations are as
follows:
LBG Media Group:
●
|
a long-term growth rate of 2.0%
(FY23: 2.0%) for the period beyond which detailed budgets and
forecasts do not exist, based on macroeconomic projections for the
geographies in which the entity operates; and
|
●
|
a post-tax discount rate of 13.9%
(FY23: 12.0%) based upon the risk-free rate for government bonds
adjusted for a risk premium to reflect the increased risk of
investing in equities and investing in the Group's specific sector
and regions.
|
Betches Media, LLC:
●
|
a short-term growth rate of 25.0%
(FY23: 25.0%);
|
●
|
a long-term growth rate of 2.0%
(FY23: 2.1%) for the period beyond which detailed budgets and
forecasts do not exist, based on macroeconomic projections for the
geographies in which the entity operates; and
|
●
|
a post-tax discount rate of 13.5%
(FY23: 13.9%) based upon the risk-free rate for government bonds
adjusted for a risk premium to reflect the increased risk of
investing in equities and investing in the entity's specific sector
and regions.
|
Management has applied sensitivities
to the key assumptions, including discount rates and growth rates,
and believes that there are no reasonably possible scenarios which
would result in an impairment of goodwill. While the model for
Betches remains sensitive to changes in these assumptions due to
the proximity of the acquisition, management is comfortable that
there is no impairment based on the current performance and
outlook.
|
Discount
rate
Change in value in
use
(£'000s)
|
Long term growth
rate
Change in value in
use
(£'000s)
|
LBG
Media CGU
|
|
|
Used in value in use
model:
|
13.9%
|
2.0%
|
Value in use:
|
165,122
|
165,122
|
1% increase
|
151,164
|
175,604
|
1% decrease
|
180,404
|
156,264
|
Betches Media, LLC CGU
|
|
|
Used in value in use
model:
|
13.5%
|
2.0%
|
Value in use:
|
33,543
|
33,543
|
1% increase
|
31,861
|
35,778
|
1% decrease
|
35,552
|
31,671
|
Management has also considered
downside scenarios to reflect risks specific to each CGU. For the
LBG Media CGU, a downside model was prepared to reflect the
potential loss of a key indirect supplier, which would negatively
impact revenue. For the Betches CGU, a downside scenario was
developed assuming growth in line with the broader digital
advertising market at approximately 8% per annum. In all scenarios,
the recoverable amounts exceeded the carrying values, and no
impairment of goodwill has been recognised.
Based on the results of these
assessments, the Directors believe that there are no reasonably
possible changes in the key assumptions that would result in an
impairment of goodwill for either CGU. The total recoverable amount
for each CGU significantly exceeds its carrying amount, providing
sufficient headroom under all tested scenarios.
11. Investments in equity-accounted joint
ventures
The Group has a 30% (FY23: 30%)
interest in joint venture, Pubity Group Ltd, an online
media publisher, incorporated and operating in the United
Kingdom. Pubity Group's registered office is Unit 14, 7 Wenlock
Road, London, England, N1 7SL.
The contractual arrangement provides
the Group with only the rights to the net assets of the joint
arrangement, with the rights to the assets and obligation for
liabilities of the joint arrangement resting primarily with Pubity
Group Ltd. Under IFRS 11, this joint arrangement is classified as a
joint venture and has been included in the consolidated financial
statements using the equity method.
Pubity Group Ltd operates in the
same market as the Group and therefore its business risks remain
consistent with that of the Group. Details of the Group's business
risks can be found in the Groups Annual Report.
Summarised financial information in
relation to the joint venture is presented later in
this note.
In FY24, additions in the year
relates to the Group's share of total comprehensive income of £505k
(FY23: £331k).
Name
|
Country of
incorporation and principal place of business
|
Proportion of ownership
interest held as at 30 September 2024
|
Pubity Group Ltd
|
United
Kingdom
|
30%
|
Summarised financial information
(Pubity Group Ltd)
|
As at 30 September
2024
£'000
|
As at 31 December
2023
£'000
|
Trade and other
receivables
|
2,663
|
1,607
|
Cash and cash equivalents
|
2,119
|
567
|
Non-current assets
|
68
|
6
|
Current liabilities
|
(1,662)
|
(657)
|
Net assets (100%)
|
3,188
|
1,523
|
Group share of net assets
(30%)
|
956
|
457
|
|
Period
ended
30 September
2024
£'000
|
Year ended 31 December
2023
£'000
|
Revenue
|
5,356
|
3,240
|
Profit from continuing
operations
|
1,684
|
1,103
|
Total comprehensive
income
|
1,684
|
1,103
|
Group share of total comprehensive
income (30%)
|
505
|
331
|
|
FY24
£'000
|
FY23
£'000
|
Carrying amount of investment
|
|
|
At 1 January
|
690
|
359
|
Group share of total comprehensive
income
|
505
|
331
|
At
end of the period/year
|
1,195
|
690
|
12. Cash and cash equivalents
|
FY24
£'000
|
FY23
£'000
|
Cash and cash equivalents
|
|
|
Cash at bank and in hand
|
27,174
|
15,800
|
|
27,174
|
15,800
|
In
these currencies
|
|
|
UK Pound
|
17,993
|
10,123
|
United States Dollar
|
7,829
|
4,162
|
Euros
|
1,233
|
1,207
|
Australian Dollar
|
54
|
291
|
New Zealand Dollar
|
65
|
17
|
|
27,174
|
15,800
|
Save As You Earn (SAYE)
Schemes
The Group operates saving-related
share option plans, under which employees save on a monthly basis,
over a three-year period, towards the purchase of shares at a fixed
price determined when the option is granted. All employees were
offered the opportunity to join the SAYE schemes. This price is set
at a 20% discount to the average closing price for a share on the
five dealing days prior to the grant date. The option must be
exercised within six months of maturity of the savings contract,
otherwise it lapses.
At 30 September 2024, none of the
options were exercisable (31 December 2023: nil).
Share Incentive Plans
In the year ended 31 December 2022,
the Group introduced Share Incentive Plan (SIP) awards. These
awards are subject to continued employment, and vest after three
years. After the third anniversary of the award date employees can
elect to sell or transfer the awards.
At 30 September 2024, none of the
options were exercisable (31 December 2023: nil).
Non-Executive Director
Awards
Awards were granted to certain
Non-Executive Directors prior to, but conditional on, Admission
which vest on the second anniversary of Admission subject to
continued employment and no further performance conditions. The
scheme vesting period was reached on 15 December 2023 and the
options were exercised in full in January 2024. The share price at
the date of exercise was 78.44p.
At 30 September 2024, none of the
options were exercisable (31 December 2023: 2,459,098).
The Company only share-based
remuneration charge in the year, relating to the above
Non-Executive Director remuneration scheme only was £nil (FY23:
£2,341k expense).
Executive Director Awards
The Long Term Incentive Plan awards
for the Executive Directors were granted on 23 December 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. Within 2023, for two outgoing
former Directors the vesting period has been shortened to their
leave dates in 2024. Similarly, the number of shares that vest has
been pro-rated downwards to align with the shortened
tenure.
Further awards were granted within
FY24 to Executive Directors, the awards for the Executive
Directors, granted in the form of nil cost options, are subject to
the satisfaction of stretching performance conditions measured over
a three year performance period (1 January 2023 to 31 December
2025) and continued employment. The awards consist of a 'Base
Award' (which will vest subject to stretching financial targets)
and a 'Stretch Award' (which will vest subject to stretching total
shareholder return targets of 30% and 50% CAGR over a three year
performance period ending on 31 December 2025).
At 30 September 2024, none of the
options were exercisable (31 December 2023: nil).
LAD Incentive Plans
The Group operates incentive plans
for senior employees subject to revenue performance conditions and
an Adjusted EBITDA margin underpin. Vesting is contingent upon
continued employment. In May 2023 the LADbible Incentive Plan
awards were forfeited in return for the Group A awards which
mirrored the terms of the original awards with additional market
based performance conditions, including top-up awards. The top-up
options will only vest if the series of performance conditions are
fully met, at which point the quantity of options vesting will
represent those equivalent to a fixed maximum value to the
option-holder. The scheme was changed in order to better align with
the Group's objectives.
At 30 September 2024, none of the
options were exercisable (31 December 2023: nil).
LTIPs - Senior Leadership
The Group operates long term
incentive plans for senior employees subject to revenue performance
conditions and an Adjusted EBITDA margin underpin. Vesting is
contingent upon continued employment. In May 2023 the LTIP Senior
Manager awards were forfeited in return for the Group B awards
which mirrored the terms of the original awards with additional
market based performance conditions, including top-up awards, and
removal of the Total Shareholder Return (TSR) multiplier. The
top-up options will only vest if the series of performance
conditions are fully met, at which point the quantity of options
vesting will represent those equivalent to a fixed maximum value to
the option-holder. The scheme was changed in order to better align
with the Group's objectives.
Further awards were granted within
FY23 and FY24 to senior employees, subject to revenue and market
performance conditions and an Adjusted EBITDA margin
underpin.
At 30 September 2024, none of the
options were exercisable (31 December 2023: nil).
Key Management Personnel
Award
Awards were granted to a member of
Key Management Personnel (KMP) under the Long Term Incentive Plan
on 15 December 2021 (Date of Admission) 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.
Following an election made by the
Group to settle liabilities in relation to this scheme in cash
(rather than shares), this scheme was reassessed as a cash-settled
share scheme in the prior year. The cash-settled share-based
payment liability at 30 September 2024 is £182k (31 December 2023:
£375k). This liability is included within other
payables.
315,000 options were exercised
within the period (FY23: 351,000) at a weighted average share price
of 95.64p at the date of exercise (FY23: 87.29p). The cash
settlement of these exercised options totalled £305k in the
period.
At 30 September 2024, 132,865 of the
options were exercisable (31 December 2023: 438,865).
14. Called up share capital
Ordinary shares of £0.001 each
|
FY24
Number
|
FY24
£
|
FY23
Number
|
FY23
£
|
At 01 January
|
206,620,642
|
206,621
|
205,714,289
|
205,714
|
Issued during the year
|
2,459,098
|
2,459
|
906,353
|
907
|
At
period/year end
|
209,079,740
|
209,080
|
206,620,642
|
206,621
|
15. Subsequent events
The Group established an Employee
Benefit Trust (EBT) during the year to facilitate the remuneration
of employees, including the administration of share-based payment
schemes. The EBT is managed independently and operates under the
terms of the trust deed, funded by the Group.
The EBT did not hold any shares at
the reporting date. However, subsequent to the year-end, the EBT
acquired shares totalling £1,900k to support its objectives. These
post-year-end transactions will be reflected in the Group's
consolidated financial statements for the next reporting
period.
16. Acquisitions
On 17 October 2023, the Group
acquired the entire share capital of Betches Media, LLC ('Betches')
for total consideration of £29,175k ($35,593k).
Betches is a US-based media brand
founded by women and focused on digital media content production
and publication for women.
Consideration for the acquisition
was entirely in cash, with no shares in the Group issued to the
sellers. The cash consideration is comprised of £19,541k ($23,840k)
funded from existing cash resources, with up to a further $30,000k
cash consideration payable in instalments (£23,548k at the closing
balance sheet rate), subject to Betches achieving certain revenue
and EBITDA targets to 2026. The contingent consideration is payable
in annual tranches from March 2024 up until March 2026.
Of the maximum contingent
consideration of $30,000k (£23,548k) payable to the sellers, based
upon revenue and EBITDA forecasts at the date of acquisition, a
total of £9,634k ($11,753k) is management's best estimate of the
amount payable within a range of potential outcomes. The fair value
of total consideration at the date of acquisition is therefore
£29,175k.
The contingent consideration
estimate remains management's best estimate. The Group have paid
£3,120k ($4,000k) to the founders in relation to the earnout and
the remaining liability on the balance sheet is £7,051k. Refer to
the contingent consideration section of this note for a
reconciliation of the current position.
Summary of the acquisition balance
sheet:
|
Fair value recognised on
acquisition
£000
|
Net
assets
|
|
Non-current assets
|
|
Content partnership
relationships
|
3,850
|
Brand
|
6,744
|
Fixed assets
|
261
|
Right of use asset
|
1,143
|
Current assets
|
|
Cash
|
1,713
|
Security deposits
|
63
|
Accounts receivable
|
3,915
|
Inventory
|
31
|
Prepayments
|
380
|
Contract asset
|
422
|
Current liabilities
|
|
Accounts payable
|
(97)
|
Accruals
|
(998)
|
Provisions
|
(7)
|
Other payables
|
(39)
|
Transaction costs payable
|
(2,285)
|
Lease liability
|
(239)
|
Non-current liabilities
|
|
Lease liability
|
(879)
|
Total identifiable net assets at fair value
|
13,978
|
|
|
Goodwill arising on
acquisition
|
15,197
|
|
|
Total purchase consideration transferred
|
29,175
|
|
|
Purchase consideration:
|
|
Cash
|
19,293
|
Amounts unpaid
|
248
|
Contingent consideration
|
9,634
|
Total purchase consideration
|
29,175
|
|
|
Analysis of cash flows on
acquisition:
|
|
Net cash acquired with the
subsidiary
|
1,713
|
Cash paid
|
(19,293)
|
Acquisition of subsidiaries, net of cash acquired (included in
cash flows from investing activities)
|
(17,580)
|
Transaction costs of the acquisition
(included within cash flows from operating activities)
|
(799)
|
Net
cash outflow
|
(18,379)
|
Cash consideration per the RNS on 18
October 2023 was noted as being $24,000k (£19,673k). The difference
between this and that noted as the initial cash payment of $23,537k
(£19,293k) are adjustments in line with the acquisition agreement
for working capital movements, cash reflected on acquisition,
sell-side transaction expenses and bonus accruals, totalling $463k
(£380k).
Further as a result of the
finalisation of the completion accounts an additional £228k (£248k
at the acquisition date spot rate) remains unpaid at 30 September
2024, we expect this to be paid in FY25.
17. Contingent consideration
The Group has adopted the following
fair value hierarchy in relation to its financial instruments that
are carried in the balance sheet at the fair values at the year end
(being solely contingent consideration):
●
|
Quoted prices (unadjusted) in active
markets for identical assets or liabilities (level 1);
|
●
|
Inputs other than quoted prices
included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that
is, derived from prices) (level 2); and
|
●
|
Inputs for the asset or liability
that are not based on observable market data (unobservable inputs)
(level 3).
|
The following table sets out the
fair value of all financial assets and liabilities that are
measured at fair value:
Liabilities measured at fair value
|
FY24
|
FY23
|
Level 1
£000
|
Level 2
£000
|
Level 3
£000
|
Level 1
£000
|
Level 2
£000
|
Level 3
£000
|
Contingent consideration
|
-
|
-
|
7,051
|
-
|
-
|
9,539
|
Total
|
-
|
-
|
7,051
|
-
|
-
|
9,539
|
Contingent consideration is included
in Level 3 of the fair value hierarchy. The provision for
contingent consideration is in respect of the Betches Media, LLC
acquisition in October 2023, further details of which can be found
above. The fair value is determined considering the expected
payments, discounted to present value using a risk adjusted
discount rate.
The significant unobservable inputs
are the financial performance forecasts for the Year 1 (2023), Year
2 (2024), Year 3 (2025) and Year 4 (2026) twelve month periods and
the risk adjusted discount rate of 17.6%.
The estimated fair value could
increase or decrease if Revenue or EBITDA was higher or lower. This
is because the potential earn out payments are split into two
tranches.
The first element of contingent
consideration (Earnout 1) is based upon Betches Media, LLC revenue
performance in 2023, 2024 and 2025 respectively. Contingent
consideration of up to $15m is payable under Earnout 1 in three
tranches in 2024, 2025 and 2026 respectively.
The second element of contingent
consideration (Earnout 2) is based upon Betches Media, LLC meeting
a minimum EBITDA hurdle in 2023, 2024, 2025 and 2026. Contingent
consideration of up to $15m is payable under Earnout 2 in four
tranches in 2024, 2025, 2026 and 2027 respectively.
At the acquisition date the
discounted fair value of the contingent consideration was estimated
at £9,634k having been determined from management's estimates of
the range of outcomes and their respective likelihoods.
At 30 September 2024, the value of
the contingent consideration after unwinding of the discounting and
a £3,120k ($4,000k) earnout payment was £7,051k (31 December 2023:
£9,539k). Adjustments to the fair value of the contingent
consideration are made in the Consolidated Statement of
Comprehensive Income under IFRS 3 Business Combinations.
Further, the estimated fair value
would increase or decrease if the risk adjusted discount rate was
higher or lower.
A reasonably possible change to one
of these significant unobservable inputs, holding the other inputs
constant, would have the following effects:
Effect of change in assumption on income
statement
|
FY24
|
FY23
|
Increase
£000
|
Decrease
£000
|
Increase
£000
|
Decrease
£000
|
Revenue movement by £500k
|
-
|
-
|
-
|
-
|
EBITDA movement by £500k
|
1,940
|
-
|
928
|
-
|
Risk adjusted discount rate change
by 1.0%
|
51
|
53
|
79
|
85
|
Note that moving revenue up or down
does not impact the fair value because without meeting the EBITDA
hurdle, tranche 2 payments will not be made.
However, if the EBITDA hurdle was
met, then the earnout 2 payments would be material.
For example, if revenue was $25m
(£15.7m) in each of the years 2024, 2025 and 2026 and the EBITDA
hurdle was met, then the additional earnout payments would be £0.8m
per annum.
A reconciliation from the opening
to closing contingent consideration balance can be found
below:
|
FY24
£000
|
FY23
£000
|
At 1 January
|
9,539
|
-
|
Recognition on the acquisition of
subsidiary undertakings
|
-
|
9,634
|
Unwinding of
discount1
|
1,014
|
314
|
Settlement of
consideration
|
(3,120)
|
-
|
Effect of exchange rates on the
settlement of consideration
|
(13)
|
-
|
Exchange adjustment
|
(369)
|
(409)
|
At
period/year end
|
7,051
|
9,539
|
|
|
|
Analysed as:
|
|
|
Amounts falling due within 12
months
|
3,811
|
3,016
|
Amounts falling due after one
year
|
3,240
|
6,523
|
At
period/year end
|
7,051
|
9,539
|
1. The discount rate used for the
unwinding of the contingent consideration is 17.6%.
Unaudited Proforma Statement of
Comprehensive Income
The unaudited proforma consolidated
statement of comprehensive income has been included as
supplementary information to the statutory 9-month reporting
requirements. It is intended to provide insight into the Group's
performance on an annualised basis, recognising the significance of
the fourth calendar quarter. This unaudited proforma information is
unaudited and does not constitute part of the audited financial
statements. Selected income statement data has been sourced from
the Group's management accounts for the two comparative periods.
Additional notes, including segmental analysis and key assumptions
underlying the proforma income statement, are detailed
below.
|
AUDITED
|
UNAUDITED
|
UNAUDITED
|
|
AUDITED
|
UNAUDITED
|
UNAUDITED
|
UNAUDITED
|
Note
|
9 months ended
30 Sept 24
£'000
|
Plus 3 months ended
31 Dec 23
£'000
|
12 months ended
30 Sept 24
£'000
|
|
Year ended
31 Dec 23
£'000
|
Deduct 3 months
01 Oct 23 to 31 Dec 23
£'000
|
Plus 3 months ended
1 Oct 22 to
31 Dec 22
£'000
|
12 months ended
30 Sept 23
£'000
|
Revenue
|
8
|
64,945
|
21,300
|
86,245
|
|
67,510
|
(21,300)
|
24,685
|
70,895
|
Net operating expenses
|
|
(52,383)
|
(18,895)
|
(71,278)
|
|
(61,445)
|
18,895
|
(17,295)
|
(59,845)
|
Operating profit/(loss)
|
|
12,562
|
2,405
|
14,967
|
|
6,065
|
(2,405)
|
7,390
|
11,050
|
Analysed as:
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
16,929
|
7,546
|
24,475
|
|
17,368
|
(7,546)
|
11,304
|
21,126
|
Depreciation
|
|
(1,814)
|
(786)
|
(2,600)
|
|
(2,088)
|
786
|
(450)
|
(1,752)
|
Amortisation
|
|
(1,820)
|
(574)
|
(2,394)
|
|
(1,369)
|
574
|
(216)
|
(1,011)
|
Asset impairment and release of
related liabilities
|
|
-
|
(318)
|
(318)
|
|
(318)
|
318
|
-
|
-
|
Share based
payments charge
|
|
(733)
|
(760)
|
(1,493)
|
|
(3,853)
|
760
|
(685)
|
(3,778)
|
Adjusting items
|
9
|
-
|
(2,703)
|
(2,703)
|
|
(3,675)
|
2,703
|
(2,563)
|
(3,535)
|
Group operating
profit/(loss)
|
|
12,562
|
2,405
|
14,967
|
|
6,065
|
(2,405)
|
7,390
|
11,050
|
Finance income
|
|
289
|
58
|
347
|
|
106
|
(58)
|
4
|
52
|
Finance costs
|
|
(1,217)
|
(351)
|
(1,568)
|
|
(565)
|
351
|
(26)
|
(240)
|
Net
finance costs
|
|
(928)
|
(293)
|
(1,221)
|
|
(459)
|
293
|
(22)
|
(188)
|
Share of post-tax profits
of equity accounted
joint venture
|
|
505
|
218
|
723
|
|
331
|
(218)
|
24
|
137
|
Profit/(loss) before taxation
|
|
12,139
|
2,330
|
14,469
|
|
5,937
|
(2,330)
|
7,392
|
10,999
|
Income tax expense
|
|
(3,185)
|
(1,805)
|
(4,990)
|
|
(4,271)
|
1,805
|
(2,236)
|
(4,702)
|
Profit/(loss) for the financial year attributable to equity
holders of
the Company
|
|
8,954
|
525
|
9,479
|
|
1,666
|
(525)
|
5,156
|
6,297
|
Currency translation differences
(net of tax)
|
|
(1,562)
|
(1,039)
|
(2,601)
|
|
(1,082)
|
1,039
|
70
|
27
|
Profit/(loss) and total comprehensive income
for the financial year
attribute to equity holders of the Company
|
|
7,392
|
(514)
|
6,878
|
|
584
|
514
|
5,226
|
6,324
|
Basic earnings/(loss)
per share (pence)
|
10
|
4.3
|
0.3
|
4.6
|
|
0.8
|
(0.3)
|
2.5
|
3.0
|
Diluted earnings/(loss)
per share (pence)
|
10
|
4.1
|
0.2
|
4.3
|
|
0.8
|
(0.2)
|
2.3
|
2.9
|
|
|
|
|
|
|
|
|
|
|
BASIS OF PREPARATION FOR PROFORMA
DISCLOSURE
1.Unaudited purpose of proforma
disclosure
The proforma statement of
comprehensive income has been prepared to provide stakeholders with
a full 12 month view of the Group's performance, following the
recent change in year-end from 31 December to 30 September. This
proforma disclosure covers the period from 1 October 2023 to 30
September 2024, supporting comparability with previous periods and
offering insight into the Group's annualised results.
2. Unaudited basis of
preparation
The proforma statement of
comprehensive income has been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the United Kingdom. The accounting policies applied are consistent
with those used in the statutory financial statements.
Key assumptions in the proforma
statement of comprehensive income include the consistent
application of the effective tax rate used in prior financial years
and uniform treatment of share-based payments across the proforma
period.
Adjusting items have been included
in the proforma disclosure, with each item allocated to the period
in which it was incurred. This approach provides a realistic view
of the Group's financial performance, reflecting all significant
items impacting operations during the 12 month period.
3. Unaudited revenue and expense
allocation
Revenue recognition has been applied
consistently across both the statutory and proforma periods, in
line with IFRS 15 guidelines. Revenue streams have been allocated
across the proforma period according to performance
obligations.
Operating expenses, including direct
and indirect costs, have been allocated on a basis consistent with
the statutory period.
4. Unaudited adjusting
items
Adjusting items during the reporting
period are reflected in the proforma statement of comprehensive
income based on the actual period in which they were incurred.
Detailed notes accompany the proforma statement of comprehensive
income, outlining the nature and timing of each adjusting item to
enhance transparency and clarity for users.
5. Unaudited taxation
A blended effective tax rate has
been applied across the proforma period to reflect relevant tax
rates for each segment. Specifically, the FY22 effective tax rate
was applied to the first 3 months, with the FY23 effective tax rate
applied to the remaining 9 months of the year ended 30 September
2023. For the 12 month proforma period ending 30 September 2024, a
blended rate combining the FY23 rate and the rate applicable to the
statutory 9 month period has been applied, providing a
representative tax view across the proforma period.
6. Unaudited share-based
payments
Share-based payments have been
calculated and applied consistently throughout the proforma period,
using the same valuation methodologies and recognition criteria as
in prior periods, ensuring comparability with statutory
accounts.
7. Unaudited presentation of
comparative information
The proforma statement of
comprehensive income serves as supplementary information and is not
part of the statutory financial statements. Comparative figures for
the statutory 9 month period (1 January 2024 to 30 September 2024)
are disclosed alongside the proforma 12 month period for clarity
and enhanced comparability.
DISCLOSURES
8. Unaudited revenue
|
AUDITED
|
UNAUDITED
|
UNAUDITED
|
|
AUDITED
|
UNAUDITED
|
UNAUDITED
|
UNAUDITED
|
|
9 months ended
30 Sept 24
£'000
|
Plus 3 months ended
31 Dec 23
£'000
|
Year ended
30 Sept 24
£'000
|
|
Year ended
31 Dec 23
£'000
|
Deduct 3 months
01 Oct 23 to 31 Dec 23
£'000
|
Plus 3 months ended
1 Oct 22 to
31 Dec 22
£'000
|
Year ended
30 Sept 23
£'000
|
Revenue
|
|
|
|
|
|
|
|
|
Direct
|
34,443
|
9,477
|
43,920
|
|
29,349
|
(9,477)
|
11,763
|
31,635
|
Indirect
|
29,368
|
11,381
|
40,749
|
|
37,111
|
(11,381)
|
12,542
|
38,272
|
Other
|
1,134
|
442
|
1,576
|
|
1,050
|
(442)
|
380
|
988
|
|
64,945
|
21,300
|
86,245
|
|
67,510
|
(21,300)
|
24,685
|
70,895
|
9. Unaudited adjusting
items
A breakdown of adjusting items is
provided below
|
AUDITED
|
UNAUDITED
|
UNAUDITED
|
|
AUDITED
|
UNAUDITED
|
UNAUDITED
|
UNAUDITED
|
|
9 months ended
30 Sept 24
£'000
|
Plus 3 months ended
31 Dec 23
£'000
|
Year ended
30 Sept 24
£'000
|
|
Year ended
31 Dec 23
£'000
|
Deduct 3 months
01 Oct 23 to 31 Dec 23
£'000
|
Plus 3 months ended
1 Oct 22 to
31 Dec 22
£'000
|
Year ended
30 Sept 23
£'000
|
Costs associated with
business reorganisations
|
-
|
1,629
|
1,629
|
|
1,980
|
(1,629)
|
1,571
|
1,922
|
Acquisition related fees
|
-
|
1,141
|
1,141
|
|
1,141
|
(1,141)
|
-
|
-
|
One off retention payment
in 2023
|
-
|
-
|
-
|
|
621
|
-
|
-
|
621
|
U.S. set up costs
|
-
|
-
|
-
|
|
-
|
-
|
626
|
626
|
Tax (credits)/settlements
|
-
|
(67)
|
(67)
|
|
(67)
|
67
|
365
|
365
|
|
-
|
2,703
|
2,703
|
|
3,675
|
(2,703)
|
2,562
|
3,534
|
10. Unaudited EPS
|
AUDITED
|
UNAUDITED
|
|
AUDITED
|
UNAUDITED
|
|
9 months ended
30 Sept 24
£'000
|
Year ended
30 Sept 24
£'000
|
|
Year ended
31 Dec 23
£'000
|
Year ended
30 Sept 2023
£'000
|
Basic Earnings per share
|
|
|
|
|
|
Earnings, £m
|
8,954
|
9,479
|
|
1,666
|
6,297
|
Number of shares (m)
|
209.1
|
208.4
|
|
206.5
|
206.5
|
Earnings per share, pence
|
4.3
|
4.6
|
|
0.8
|
3.0
|
Diluted Earnings per share
|
|
|
|
|
|
Earnings, £m
|
8,954
|
9,479
|
|
1,666
|
6,297
|
Number of shares (m)
|
217.7
|
217.7
|
|
217.7
|
217.7
|
Earnings per share, pence
|
4.1
|
4.4
|
|
0.8
|
2.9
|
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.