TIDMCAU
RNS Number : 8941F
Centaur Media PLC
21 July 2021
21 July 2021
Centaur Media Plc
("Centaur" or the "Group")
Interim results for the 6 months ended 30 June 2021
Robust recovery in revenues as Centaur's brands adapt to
pandemic
On track to achieve Margin Acceleration Plan 23 revenue and
EBITDA margin targets
Centaur Media, an international provider of business
information, training and specialist consultancy, is pleased to
present its interim results for the 6 months ended 30 June
2021.
Financial Highlights
GBPm HY 2021 HY 2020 (1) Change
Reported revenue 18.3 15.0 +22%
Adjusted (2) EBITDA 2.2 0.9 +144%
Adjusted(2) EBITDA margin 12% 6% +6ppt
Adjusted(2) operating profit/(loss) 0.5 (1.1) -
Group reported profit/(loss)
after taxation (0.4) (13.7) -
Dividend (pence per share) 0.5 - -
Net cash 11.9 8.4 +42%
------------------------------------- -------- ------------ ------------
-- Reported revenues (1) grew 22% to GBP18.3m, with robust
revenue growth across both Xeim (up by 20% to GBP14.8m) and The
Lawyer (up by 30% to GBP3.5m)
-- Group adjusted (2) EBITDA increased to GBP2.2m (HY 2020:
GBP0.9m) as a result of revenue growth and margin improvements
-- Flagship 4 brands driving growth and now represent two-thirds of Group sales
-- Adjusted(2) EBITDA margin grew to 12% (HY 2020: 6%) due to impact of operational gearing
-- Encouraging progress towards MAP23 targets of 23% adjusted(2)
EBITDA margin and more than GBP45m revenues by 2023
-- Interim dividend of 0.5 pence per share proposed (2020: nil pence)
-- Net cash of GBP11.9m as at 30 June 2021 (HY 2020: GBP8.4m)
Following a better second half of 2020, Centaur saw a sustained
recovery of revenues and EBITDA across both Xeim and The Lawyer as
its brands and customers continued to adapt to the impact of the
pandemic.
First-half reported revenues (1) were up 22% to GBP18.3m (HY
2020: GBP15.0m), with combined growth of 26% from the Flagship 4
brands of Econsultancy, Influencer Intelligence, Mini MBA (all
three of which are in the Xeim business unit) and The Lawyer. The
higher value revenue streams of premium content, marketing services
and training advisory now represent 73% of Group revenues. As
detailed in the Segmental Review, after allowing for the timing of
events in The Lawyer, the underlying (3) growth in revenue is 19%
year-on-year with The Lawyer showing an increase of 13%.
Adjusted (2) EBITDA increased to GBP2.2m (HY 2020: GBP0.9m),
reflecting revenue growth combined with continued and sustainable
tight cost control. As a result, adjusted (2) EBITDA margin grew to
12% (HY 2020: 6%), reflecting a good performance for the first half
of the year which historically has lower revenue and EBITDA than
the second half.
The improvement in EBITDA that followed the increased revenues
illustrates the operational gearing inherent within Centaur's
business model. This underpins management's belief that 23%
adjusted (2) EBITDA margins can be achieved through an increase in
higher margin revenues and tight cost control over the coming
years, in line with MAP23.
Centaur continues to generate positive cashflows as a result of
strong cash management, increased advanced bookings and a focus on
working capital, resulting in a cash balance of GBP11.9m (HY 2020:
GBP8.4m). Together with access to a GBP10m long-term revolving
credit facility, this gives us resilience and flexibility and will
allow us to invest in future organic growth opportunities.
The increase in adjusted (2) EBITDA has resulted in an adjusted
(2) operating profit of GBP0.5m (2020: loss of GBP1.1m). The Group
reported loss of GBP0.4m is significantly reduced from last year's
loss of GBP13.7m which included an GBP11.0m impairment of goodwill
in connection with the closure of MarketMakers.
Strategic and Operational Highlights
In January 2021, Centaur updated its Margin Acceleration Plan
with the aim of raising adjusted (2) EBITDA margin to 23% and
increasing revenues to more than GBP45m by 2023, a strategy called
'MAP23'. Since then, Centaur has focused investment and resource
allocation on its Flagship 4 brands which it considers to be the
key drivers of organic growth.
Over the past six months, revenues from the Flagship 4 grew by
26% to GBP12.1m (H1 2020: GBP9.6m), which now equates to two-thirds
of Group sales:
-- Econsultancy benefitted from continued strong demand for
digital training with its blended learning proposition attracting
significantly increased new business.
-- Influencer Intelligence is seeing early signs of a recovery
in renewal rates and new business following six months of cautious
marketing investment from its core consumer-facing brand
clients.
-- Mini MBA continued its rapid growth, nearly doubling its
revenues compared to the first half of 2020, with many of its
delegates being repeat corporate customers.
-- The Lawyer continued to deliver double-digit growth in the
value of subscription renewals, while developing its premium
offering through the launch of Signal, converting customers who
previously bought individual reports to a new subscription service
offering in-depth strategic insight and benchmarking of markets,
clients, and competitors.
Centaur has also supported its wider portfolio of Core Brands,
with Really B2B, Centaur's award-winning demand generation agency
for SMEs, returning to revenue growth.
Centaur has experienced a recovery of revenue from events which
was depressed by lockdown measures last year. Event revenues rose
above 2019 levels, driven primarily by new digital events. The
Festival of Marketing, one of our Core Brands, hosted two new
digital events, attracting a good number of delegates and sponsors.
This was replicated across the Flagship 4, with The Lawyer
successfully hosting 75 digital events. Of our Core Brands,
Marketing Week and Really B2B, our award-winning demand generation
agency for SMEs, returned to revenue growth.
Over the past six months, Centaur has continued to win large
multi-brand contracts from a range of blue-chip clients, harnessing
its leading position in digital marketing and e-commerce and
offering a range of its products to the likes of Pepsico, Abrdn,
Toyota and TikTok.
Dividend
Centaur's Board will pay an interim dividend of 0.5p per share
(HY 2020: 0p). This follows the announcement at Centaur's
preliminary results in March 2021, where the Board recommended the
resumption of its normal dividend policy, which aims to distribute
40% of adjusted (2) earnings after taxation, subject to a minimum
aggregate total of 1p per share per year.
Outlook
Centaur has met the Board's expectations for revenue, adjusted
(2) EBITDA and adjusted (2) EBITDA margin growth over the course of
the first half of 2021. It is trading in line with the Board's
expectations for the second half of the year which historically has
a greater weighting of revenues and profits than the first half and
the Board remains confident in the successful delivery of Centaur's
MAP23 revenue and EBITDA margin objectives.
Swag Mukerji, Chief Executive Officer, commented:
"This has been a good six months for Centaur as we make progress
towards achieving the revenue and EBITDA margin objectives set out
under our MAP23 strategy. Our brands, led by the Flagship 4,
continue to adapt their offerings to our customers' demands, and
are well-positioned to thrive in a post-Covid world. This has been
due in no small part to the endeavours of our employees, who
continue to be resilient, adaptable and creative in what remains an
uncertain environment."
(1) 2020 results have been re-presented in accordance with note
1 of this Interim Report relating to MarketMakers being treated as
a discontinued operation. Note 2 of this Interim Report shows the
impact of this re-presentation including revenue of GBP3.2m and an
operating loss of GBP11.5m that had previously been reported within
continuing operations. The Group has also refined its methodology
for the application of its revenue policy to the Mini MBA courses
which span the half year. The prior year reported revenue has been
restated in accordance with this change in policy. See note 1 for
more details.
(2) Adjusted EBITDA is adjusted operating profit before
depreciation and amortisation on a post-IFRS 16 basis. Adjusted
results exclude adjusting items as detailed in note 4 of this
Interim Report.
(3) Underlying revenues are adjusted for the impact of The
Lawyer events timing. There are no underlying revenue adjustments
relating to Xeim.
Enquiries
Centaur Media plc
Swag Mukerji, Chief Executive Officer 020 7970 4000
Simon Longfield, Chief Financial Officer
Teneo
Paul Durman / Matthew Thomlinson 07793 522824 / 07785 528363
Overview of Group Performance
Centaur saw an improved second half of 2020 and performance has
continued to strengthen during the first half of 2021. Reported
revenue in H1 2021 grew 22% compared to H1 2020 with Xeim reporting
a 20% increase and The Lawyer an increase of 30%.
With strong revenue growth from the Flagship 4 brands, the
higher value revenue streams of premium content, marketing services
and training advisory accounted for 73% of Group revenues in H1
2021, a reduction from H1 2020 due to increased events activity.
The Flagship 4 together now account for 66% of Group revenues
(2020: 64%). The Group's revenue and profitability in H1 2021 has
been boosted by continued strength in the MW Mini MBA whose revenue
grew 84%, the launch of new Festival of Marketing events in March
and June, and events in The Lawyer.
Econsultancy training revenue has grown by 19% and there was an
upward trend of monthly subscription revenues during the period
after falling last year. Influencer Intelligence performed less
well during the pandemic, but renewal rates are improving and new
business is up 40% in H1 2021 compared to the run rate for the
whole of 2020.
In January 2021, the Group announced its revised three-year
strategy ("MAP23") which targets annual revenues of over GBP45m per
year by 2023 and EBITDA margins of 23%. The growth in revenues in
H1 2021 along with a stronger EBITDA margin (increasing from 6% in
H1 2020 to 12% in H1 2021) underpins our belief that the MAP23
targets are realistic and achievable.
Trading Summary
Six months ended Restated(1) six months ended
Unaudited 30 June 2021 30 June 2020 Movement
Revenue (GBPm) 18.3 15.0 22%
--------------------------------------------------------- ------------- ----------------------------- ---------
Adjusted (2) EBITDA 2.2 0.9 144%
--------------------------------------------------------- ------------- ----------------------------- ---------
Adjusted (2) operating profit/(loss) (GBPm) 0.5 (1.1) -
--------------------------------------------------------- ------------- ----------------------------- ---------
Reported operating loss (GBPm) (0.3) (2.7) -
--------------------------------------------------------- ------------- ----------------------------- ---------
Group reported loss after tax (GBPm) (0.4) (13.7) -
Adjusted(2) diluted EPS from continuing operations
(pence) 0.2 (0.6) -
--------------------------------------------------------- ------------- ----------------------------- ---------
Adjusted(2) operating cash flow(3) (GBPm) 6.0 4.3 40%
--------------------------------------------------------- ------------- ----------------------------- ---------
Cash conversion(4) 293% 148% 98%
--------------------------------------------------------- ------------- ----------------------------- ---------
The adjusted(2) operating profit of GBP0.5m (2020: loss of
GBP1.1m) resulted from the increase in revenue and its operational
gearing effect on EBITDA compared to H1 2020. Group reported losses
were significantly reduced as a result of the operating profit
improvement and the goodwill impairment of GBP11.0m that was taken
in H1 2020.
Adjusted (2) diluted earnings per share from continuing
operations for the reporting period was 0.2 pence (2020: a loss of
0.6 pence). Diluted loss per share for the period on a reported
basis was 0.3 pence (2020: a loss of 9.5 pence).
Cash increased from GBP8.3m at the end of 2020 to GBP11.9m at
the end of June 2021. Cash performance was strong in the period
mainly due to continued focus on cash collection resulting in a
reduction of GBP1.5m in trade receivables. This, combined with a
GBP1.8m increase in deferred income, resulted in c ash conversion
in the period of 293% (2020: 148%) . The Group generated GBP6.0m of
cash from operating activities and paid out GBP0.7m of dividends
and GBP1.2m of obligations under lease and revolving credit
facility arrangements.
Restated(1)
Six months ended 30 June (unaudited) Six months ended 30 June (unaudited)
2021 2020
GBPm GBPm
--------------------------------------- ------------------------------------- --------------------------------------
Adjusted (2) operating profit/(loss) 0.5 (0.9)
Depreciation and amortisation 1.7 2.1
Movement in working capital pre IFRS
16 3.8 3.1
Adjusted (2) operating cash flow(3) 6.0 4.3
Capital expenditure (0.3) (0.6)
Cash impact of exceptional items - (3.4)
Interest and finance leases (1.2) (1.1)
--------------------------------------- ------------------------------------- --------------------------------------
Free cash flow 4.5 (0.8)
Disposals - (0.1)
Dividends (0.7) -
Purchase of own shares (0.2) -
--------------------------------------- ------------------------------------- --------------------------------------
Increase/(decrease) in net cash 3.6 (0.9)
Opening net cash 8.3 9.3
--------------------------------------- ------------------------------------- --------------------------------------
Closing net cash 11.9 8.4
--------------------------------------- ------------------------------------- --------------------------------------
Segmental Review
Revenue for the six months ended 30 June, together with reported
and underlying(5) growth rates across each segment, are set out
below.
Restated(1) Restated(1)
Xeim The Lawyer Total Xeim The Lawyer Total
2021 2021 2021 2020 2020 2020
GBPm GBPm GBPm GBPm GBPm GBPm
--------------------------- ------ ----------- ------ ------------ ----------- ------------
Reported revenue
Premium Content 4.3 1.9 6.2 5.1 1.8 6.9
Marketing Services 1.7 - 1.7 1.5 - 1.5
Training and Advisory 5.5 - 5.5 3.6 - 3.6
Events 1.4 0.5 1.9 0.3 - 0.3
Marketing Solutions 1.8 0.5 2.3 1.7 0.4 2.1
Recruitment Advertising 0.1 0.6 0.7 0.1 0.5 0.6
Total reported revenue 14.8 3.5 18.3 12.3 2.7 15.0
Reported revenue increase
(%) 20% 30% 22%
Underlying revenue
adjustment:
Events - - - - 0.4 0.4
--------------------------- ------ ----------- ------ ------------ ----------- ------------
Total underlying(5)
revenue 14.8 3.5 18.3 12.3 3.1 15.4
Underlying revenue
increase (%) 20% 13% 19%
--------------------------- ------ ----------- ------ ------------ ----------- ------------
Underlying(5) Group revenue rose 19% year-on-year with Xeim
showing an increase of 20% and The Lawyer 13%.
Due to the Covid pandemic, The Lawyer postponed six events in
2020 to the second half of the year. In 2021, three of these events
returned to the first half of the year. The underlying revenue of
The Lawyer for 2020 has been adjusted to treat these as if they had
happened in the first half of 2020 in order to provide meaningful
like-for-like business performance. There have been no underlying
revenue adjustments for Xeim.
In 2021, the Group amended the revenue recognition criteria for
the MW Mini MBA in order to recognise revenue on a weekly basis as
the course modules are delivered. In 2020, it had been recognised
equally over each month of the course. The reported revenue number
and related costs have been restated in the H1 2020 comparatives as
if the accounting policy had been in place in 2020.
The table below reconciles the adjusted (2) operating
profit/(loss) for each segment to the adjusted (2) EBITDA:
Restated(1)
The The
Xeim Lawyer Central Total Xeim Lawyer Central Total
2021 2021 2021 2021 2020 2020 2020 2020
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------------ ------- -------- -------- ------- ------- -------- -------- -------
Revenue 14.8 3.5 - 18.3 12.3 2.7 - 15.0
Operating costs (13.5) (2.4) (1.9) (17.8) (11.6) (2.4) (2.1) (16.1)
------------------------ ------- -------- -------- ------- ------- -------- -------- -------
Adjusted (2) operating
profit/(loss) 1.3 1.1 (1.9) 0.5 0.7 0.3 (2.1) (1.1)
Adjusted (2) operating
margin 9% 31% - 3% 6% 11% - (7%)
Depreciation and
amortisation 1.1 0.2 0.4 1.7 1.3 0.3 0.4 2.0
------------------------ ------- -------- -------- ------- ------- -------- -------- -------
Adjusted (2) EBITDA 2.4 1.3 (1.5) 2.2 2.0 0.6 (1.7) 0.9
Adjusted (2) EBITDA
margin 16% 37% - 12% 16% 22% - 6%
------------------------ ------- -------- -------- ------- ------- -------- -------- -------
Xeim
Xeim has increased reported revenue by 20%. Adjusted(2) EBITDA
has risen GBP0.4m to GBP2.4m on the back of the higher reported
revenues while EBITDA margins have remained flat.
Xeim contains three of the Group's Flagship 4 brands -
Econsultancy, MW Mini MBA and Influencer Intelligence.
Econsultancy had a strong period with revenue up 14%
year-on-year with a 20% growth in training revenue due to winning
further large digital training and consultancy contracts with blue
chip companies. Subscription revenues are flat against H1 2020 but
are on an upward trajectory with improving renewal rates and new
business in H1 2021 being 38% higher than the whole of 2020 arising
from its blended learning proposition.
The investment in the new MW Mini MBA marketing website and
enhancements to the Marketing course platform has contributed in
making the Spring courses the most successful yet. MW Mini MBA
revenue in H1 2021 grew 84% with delegate numbers increasing 67% to
over 3,000 on the Marketing and Brand courses combined and yields
increasing by 14%.
Influencer Intelligence subscription revenues are down 21%
against H1 2020 resulting from lower 2020 renewal rates and new
business generation due to Covid as reported in our 2020 Annual
Report. We are pleased to note that underlying business performance
is starting to improve with renewal rates increasing significantly
during Q2 (75% for H1 2021 compared to 71% for the whole of 2020)
and higher levels of new business, up 40% in H1 2021 compared to
the run rate for the whole of 2020.
In addition to the Flagship 4 brands:
-- In 2021, Xeim is running three digital Festival events which
build on the successful digital format launched in 2020 for
sponsors and delegates. The October event will include live
physical sessions that will also be incorporated onto the platform
as we move towards a hybrid event model for future events;
-- Marketing Week continues to lead the marketing community and
drive audiences that support Xeim Labs, the Festival of Marketing
and the MW Mini MBA series. Performance has been strong year on
year with marketing solutions revenues ahead of 2020;
-- Really B2B, our award-winning demand generation agency, is
seeing good growth recovery versus 2020 with a fully joined up
approach for B2B clients with Xeim Labs to provide a full lead
generation service for clients; and
-- Fashion and Beauty Monitor now has an entry-level ecommerce
offering which is better suited to SME companies, a sector which
has been severely impacted by Covid over the last year. Larger
enterprise level customers can now benefit from contact information
and enhanced links to Influencer Intelligence's celebrity analytics
via a single platform.
The Lawyer
In H1 2021, The Lawyer continued to deliver strong renewal rates
(114%, up from 106% across the whole of 2020), while developing its
premium content through the launch of Signal, a new subscription
service offering in-depth strategic insight and benchmarking of
markets, clients and competitors. The Lawyer also benefited from
GBP0.5m of event revenue in H1 2021 against GBPnil in H1 2020
following the onset of Covid and the deferral of six events from H1
into H2 2020. Three of these events, worth GBP0.4m of revenue in
2020, were moved back into the first half in 2021. The most
significant of these, The Lawyer General Council Summit, was held
virtually and had good delegate numbers. In addition, recruitment
revenue grew 20% reflecting increased recruitment activity in the
legal sector.
Adjusting for the impact of the 2020 event deferrals, The Lawyer
reports 13% underlying revenue growth driven by growth in all of
its revenue streams.
Adjusted (2) EBITDA has risen from GBP0.6m to GBP1.3m due to the
increase in revenues and a higher margin being realised on events
being provided virtually. In 2020, GBP0.2m of event cancellation
costs were also recognised within The Lawyer.
Dividends
In March 2021, the Board was pleased to recommend a
reinstatement of the dividend with a 0.5p final dividend for the
year ended 31 December 2020. Given the performance of the Group
during H1 2021, the Board recommends an interim dividend for 2021
of 0.5p per share. This will be paid on 22 October 2021 to all
shareholders on the register as at close of business on 8 October
2021.
Balance Sheet
The balance sheet of the Group remains strong with increased
levels of cash. Healthy cash collections during the period has
resulted in a decrease in days sales outstanding, but we continue
to closely monitor the risk of exposure to bad debt.
Principal Risks and Uncertainties
The principal risks and uncertainties currently faced by the
Group are reviewed regularly by the Board. The principal risks
faced by the Group are set out below and the Board considers the
risk levels on these to have remained the same since December
2020.
-- The world economy has been severely impacted by the pandemic
and UK GDP fell 18.3% in April 2020, recovering to a 9.9% fall for
the whole of 2020. This, combined with the end of the transition
deal with the EU at the end of 2020, has significantly increased
the Group's sensitivity to UK/sector volatility and economic
conditions. The impact was acute on some of Centaur's target market
segments e.g. fashion, retail and entertainment. We have
demonstrated we can mitigate the risk by increased digitalisation,
running virtual events and offering more e-learning.
-- Failure to deliver a high growth performance culture.
Centaur's success depends on growing the business and completing
the MAP23 strategy. In order to do this, it is reliant in large
part on its ability to recruit, motivate and retain highly
experienced and qualified employees in the face of competition from
other companies, especially in London.
-- Fraudulent or accidental breach of our security, or
ineffective operation of IT and data management systems leads to
loss, theft or misuse of personal data or confidential information
or other breach of data protection requirements.
-- Regulatory: GDPR, PECR and other similar legislation involve
strict requirements regarding how Centaur handles personal data,
including that of customers and the risk of a fine from the ICO,
third-party claims (e.g. from customers) as well as reputational
damage if we do not comply.
-- Serious systems failure (affecting core systems and multiple
products or functions) or breach of IT network security (either as
a result of a deliberate cyber-attack or unintentional event).
Forward Looking Statements
Certain statements in this interim report are forward looking.
Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no
assurance that these expectations will prove to have been correct.
Because these statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by
these forward-looking statements. It undertakes no obligation to
update any forward-looking statements whether as a result of new
information, future events or otherwise.
Statement of Directors' Responsibilities
The Directors confirm that the condensed consolidated interim
financial statements for the six-month period ended 30 June 2021
have been prepared in accordance with the Disclosure and
Transparency rules of the Financial Conduct Authority and with
International Financial Reporting Standards ('IFRSs') and IAS 34,
'Interim financial reporting', in line with UK-adopted
international accounting standards. There has been no change to the
recognition, measurement or disclosure from preparation in previous
periods under IFRSs as adopted by the European Union.
In addition, the interim management report herein includes a
fair review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
-- An indication of important events that have occurred during
the period and their impact on the condensed interim financial
statements, and a description of the principal risks and
uncertainties for the remaining period of the financial year;
and
-- Material related party transactions in the period and any
material changes in the related party transactions described in the
last annual report.
The Directors of Centaur Media Plc are listed in the Centaur
Media Plc Annual Report for the year ended 31 December 2020. A list
of current directors is maintained on the Centaur Media Plc
website.
Going Concern
In assessing the going concern status, the Directors considered
the Group's activities, the financial position of the Group and
their identification of any material uncertainties including the
impact of the current Covid pandemic and the principal risks to the
Group. The Directors have a reasonable expectation that the Group
has adequate resources to continue in operational existence for at
least 12 months from the date of this report and for this reason,
they continue to adopt the going concern basis in preparing the
condensed consolidated interim financial statements.
The interim report was approved by the Board of Directors and
authorised for issue on 20 July 2021 and signed on behalf of the
Board by:
Swag Mukerji, Chief Executive Officer
Notes:
(a) The maintenance and integrity of the Centaur Media plc
website is the responsibility of the directors; the work carried
out by the auditors does not involve consideration of these matters
and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the condensed consolidated
interim financial statements since they were initially presented on
the website.
(b) Legislation in the United Kingdom governing the preparation
and dissemination of the condensed consolidated interim financial
statements may differ from legislation in other jurisdictions.
Footnotes:
(1) 2020 results have been re-presented in accordance with note
1 of this Interim Report relating to MarketMakers being treated as
a discontinued operation. Note 2 of this Interim Report shows the
impact of this re-presentation including revenue of GBP3.2m and an
operating loss of GBP11.5m that had previously been reported within
continuing operations. The Group has also refined its methodology
for the application of its revenue policy to the Mini MBA courses
which span the half year. The prior year reported revenue has been
restated in accordance with this change in policy. See note 1 for
further details.
(2) Adjusted EBITDA is adjusted operating profit before
depreciation and amortisation on a post-IFRS 16 basis. Adjusted
results exclude adjusting items, as detailed in note 4 of this
Interim Report.
(3) For reconciliation of adjusted operating cashflow see note 1
of this Interim Report.
(4) Cash conversion is calculated as adjusted operating cash
flow (excluding any one-off significant cash flows) / adjusted
EBITDA (including discontinued operations). The 2020 reported cash
conversion has been re-presented on a post IFRS16 EBITDA basis,
consistent with the 2020 Annual Report.
(5) Underlying revenues are adjusted for the impact of The
Lawyer General Counsel Summit, The Lawyer In-House Financial
Services Conference and The Lawyer Marketing Leaderships Summit
events, all of which took place in H2 2020 due to Covid, but have
reverted to H1 in 2021. There are no underlying revenue adjustments
relating to Xeim.
INDEPENT REVIEW REPORT TO CENTAUR MEDIA PLC
For the six months ended 30 June 2021
We have been engaged by Centaur Media PLC (the "Company") to
review the condensed set of financial statements in the
half--yearly financial report for the six months ended 30 June 2021
of the Group which comprises the condensed consolidated statement
of comprehensive income, the condensed consolidated statement of
changes in equity, the condensed consolidated statement of
financial position, the condensed consolidated cash flow statement,
and related explanatory notes. We have read the other information
contained in the half--yearly financial report and considered
whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of
financial statements.
Use of our report
This report is made solely to the Company in accordance with
International Standard on Review Engagements (UK and Ireland) 2410
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council. Our work has been undertaken so that we might
state to the Company those matters we are required to state to it
in an independent review report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, for our review
work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half--yearly financial report is the responsibility of, and
has been approved by, the Directors. The Directors are responsible
for preparing the half--yearly financial report in accordance with
the Disclosure Guidance and Transparency Rules sourcebook of the
United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of
Centaur Media PLC are prepared in accordance with international
accounting standards as adopted by the United Kingdom. The
condensed set of financial statements included in this half--yearly
financial report has been prepared in accordance with International
Accounting Standard 34 "Interim Financial Reporting," as adopted by
the United Kingdom.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half--yearly
financial report based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Financial Reporting Council for use in
the United Kingdom. A review of interim financial information
consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half--yearly financial report for the six months ended 30
June 2021 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the United
Kingdom and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
Crowe U.K. LLP
Statutory Auditor
London, United Kingdom
20 July 2021
Condensed consolidated Statement of Comprehensive Income for the
six months ended 30 June 2021
Six months ended 30 June (unaudited)
----------------------------------------------------------------------------------------
Restated Restated Restated
(2) (2) (2)
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2021 2021 2021 2020 2020 2020
Note GBPm GBPm GBPm GBPm GBPm GBPm
Continuing
operations
Revenue 2 18.3 - 18.3 15.0 - 15.0
Net operating
expenses 3 (17.8) (0.8) (18.6) (16.1) (1.6) (17.7)
Operating
profit
/ (loss) 0.5 (0.8) (0.3) (1.1) (1.6) (2.7)
Finance costs (0.2) - (0.2) (0.2) - (0.2)
Profit /
(loss)
before tax 0.3 (0.8) (0.5) (1.3) (1.6) (2.9)
Taxation 5 - 0.1 0.1 0.5 0.2 0.7
Profit /
(loss)
for the
period
from
continuing
operations 0.3 (0.7) (0.4) (0.8) (1.4) (2.2)
Discontinued
operations
Profit /
(loss)
for the
period
from
discontinued
operations 6 - - - 0.1 (11.6) (11.5)
Profit /
(loss)
for the
period
attributable
to
owners of the
parent 0.3 (0.7) (0.4) (0.7) (13.0) (13.7)
Total
comprehensive
income /
(loss)
attributable
to
owners of the
parent 0.3 (0.7) (0.4) (0.7) (13.0) (13.7)
Earnings /
(loss)
per share
attributable
to owners of
the
parent 7
Basic from
continuing
operations 0.2p (0.5p) (0.3p) (0.6p) (0.9p) (1.5p)
Basic from
discontinued
operations - - - 0.1p (8.1p) (8.0p)
----------------------- ------------ ---------- --------- ------------- ---------------- ----------------
Total 0.2p (0.5p) (0.3p) (0.5p) (9.0p) (9.5p)
--------------- ------ ------------ ---------- --------- ------------- ---------------- ----------------
Fully diluted
from
continuing
operations 0.2p (0.5p) (0.3p) (0.6p) (0.9p) (1.5p)
Fully diluted
from
discontinued
operations - - - 0.1p (8.1p) (8.0p)
--------------- ------ ------------ ---------- --------- ------------- ---------------- ----------------
Total 0.2p (0.5p) (0.3p) (0.5p) (9.0p) (9.5p)
--------------- ------ ------------ ---------- --------- ------------- ---------------- ----------------
(1) Adjusting items are disclosed in note 4
(2) See note 1 for description of the prior period
re-presentation and restatement.
Condensed consolidated Statement of Changes in Equity for the
six months ended 30 June 2021
Reserve for Foreign Restated (2) Restated (2)
Share Own Share shares to Deferred Currency Retained Total
capital shares premium be issued shares reserve earnings equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Unaudited
At 1 January 2020 15.1 (7.2) 1.1 1.8 0.1 0.1 50.1 61.1
Loss for the period and
total comprehensive loss - - - - - - (13.7) (13.7)
Transactions with owners:
Exercise of share awards (note 14) - 0.8 - (0.6) - - (0.2) -
Fair value of employee services (note 14) - - - 0.5 - - - 0.5
Foreign currency on translation - - - - - (0.1) - (0.1)
-------------------------------------------- ----- ------ ---- ------ ---- ------ ------- -------
As at 30 June 2020 15.1 (6.4) 1.1 1.7 0.1 - 36.2 47.8
-------------------------------------------- ----- ------ ---- ------ ---- ------ ------- -------
Unaudited
At 1 January 2021 15.1 (5.9) 1.1 0.6 0.1 0.1 36.1 47.2
Loss for the period and
total comprehensive loss - - - - - - (0.4) (0.4)
Transactions with owners:
Dividends (note 13) - - - - - - (0.7) (0.7)
Exercise of share awards (note 14) - 0.5 - (0.4) - - (0.4) (0.3)
Fair value of employee services (note 14) - - - 0.2 - - - 0.2
Foreign currency on translation - - - - - 0.1 - 0.1
-------------------------------------------- ----- ------ ---- ------ ---- ---- ------ ------
As at 30 June 2021 15.1 (5.4) 1.1 0.4 0.1 0.2 34.6 46.1
-------------------------------------------- ----- ------ ---- ------ ---- ---- ------ ------
(2) See note 1 for description of the prior period
restatement.
Condensed consolidated Statement of Financial Position as at 30
June 2021
Registered number 04948078
30 June Restated (2) 30 June 31 December 1 January
2021 2020 2020 2020
Unaudited Unaudited Audited Unaudited
Note GBPm GBPm GBPm GBPm
Non-current assets
Goodwill 8 41.2 41.2 41.2 52.2
Other intangible assets 9 3.8 7.1 4.9 9.0
Property, plant and equipment 2.4 5.2 3.3 4.3
Deferred income tax assets 2.5 2.3 2.4 1.4
Other receivables 10 0.3 0.5 0.5 0.5
50.2 56.3 52.3 67.4
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Current assets
Trade and other receivables 10 5.0 7.6 5.8 10.3
Cash and cash equivalents 11.9 8.4 8.3 9.3
Current tax asset 0.1 - 0.2 0.1
17.0 16.0 14.3 19.7
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Total assets 67.2 72.3 66.6 87.1
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Current liabilities
Trade and other payables 11 (9.8) (8.5) (8.8) (12.5)
Lease liabilities 12 (1.9) (2.1) (2.0) (2.1)
Deferred income (8.8) (9.4) (7.0) (8.7)
Provisions - (0.6) - -
(20.5) (20.6) (17.8) (23.3)
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Net current liabilities (3.5) (4.6) (3.5) (3.6)
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Non-current liabilities
Lease liabilities 12 (0.5) (2.9) (1.4) (2.2)
Provisions - - - (0.1)
Deferred tax liabilities (0.1) (0.4) (0.2) (0.4)
Other payables 11 - (0.6) - -
(0.6) (3.9) (1.6) (2.7)
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Net assets 46.1 47.8 47.2 61.1
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Capital and reserves attributable to owners of
the Company
Share capital 15.1 15.1 15.1 15.1
Own shares (5.4) (6.4) (5.9) (7.2)
Share premium 1.1 1.1 1.1 1.1
Other reserves 0.5 1.8 0.7 1.9
Foreign currency reserve 0.2 - 0.1 0.1
Retained earnings 34.6 36.2 36.1 50.1
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
Total equity 46.1 47.8 47.2 61.1
------------------------------------------------ ----- ---------- --------------------- ------------ ------------
(2) See note 1 for description of the prior period
restatements.
The notes are an integral part of these condensed consolidated
interim financial statements. The condensed consolidated interim
financial statements were approved by the Board of Directors on 20
July 2021 and were signed on its behalf by:
Simon Longfield
Chief Financial Officer
Condensed consolidated Cash Flow Statement for the six months
ended 30 June 2021
Six months ended 30 June (unaudited)
---------------------------------------
2021 2020
Note GBPm GBPm
Cash flows from operating activities
Cash generated from operations 15 6.0 0.9
Net cash generated from operating activities 6.0 0.9
---------------------------------------------------------- --- ------------------- ------------------
Cash flows from investing activities
Directly attributable costs of disposal of subsidiaries - (0.1)
Purchase of property, plant and equipment - (0.2)
Purchase of intangible assets 9 (0.3) (0.4)
Net cash flows used in investing activities (0.3) (0.7)
---------------------------------------------------------- --- ------------------- ------------------
Cash flows from financing activities
Purchase of own shares (0.2) -
Loan arrangement fees (0.1) -
Interest paid (0.1) -
Payment of obligations under finance lease 12 (1.0) (1.1)
Dividends paid to Company's shareholders 13 (0.7) -
Net cash flows used in financing activities (2.1) (1.1)
---------------------------------------------------------- --- ------------------- ------------------
Net increase / (decrease) in cash and cash equivalents 3.6 (0.9)
---------------------------------------------------------- --- ------------------- ------------------
Cash and cash equivalents at beginning of period 8.3 9.3
---------------------------------------------------------- --- ------------------- ------------------
Cash and cash equivalents at end of period 11.9 8.4
---------------------------------------------------------- --- ------------------- ------------------
Notes to the condensed consolidated interim financial
statements
1 Summary of significant accounting policies
General information
Centaur Media Plc ('the Company') is a public company limited by
shares and incorporated and domiciled in England and Wales. The
address of the Company's registered office is Floor M, 10 York
Road, London, SE1 7ND, United Kingdom. The Company is listed on the
London Stock Exchange.
These condensed consolidated interim financial statements were
approved for issue on 20 July 2021.
These condensed consolidated interim financial statements are
unaudited and do not constitute the statutory accounts within the
meaning of Section 434 of the Companies Act 2006. The Group's most
recent statutory financial statements, which comprise the Annual
Report and audited Financial Statements for the year ended 31
December 2020 were approved by the Board of Directors on 16 March
2021 and delivered to the Registrar of Companies. The report of the
auditors on those financial statements was not qualified, did not
contain an emphasis of matter paragraph and did not contain any
statement under Section 498 of the Companies Act 2006.
The consolidated financial statements of the Group as at, and
for the year ended 31 December 2020, are available upon request
from the Company's registered office or at www.centaurmedia.com
.
Accounting policies and estimates
The accounting policies adopted by the Group in the condensed
consolidated interim financial statements are consistent with those
applied by the Group in its consolidated financial statements for
the year ended 31 December 2020, except as described below:
-- Taxes on income in the interim periods are accrued using the
tax rate that would be applicable to the expected total annual
profit or loss.
-- The Group refined its methodology for the application of its
revenue policy to the Mini MBA courses which span the half year.
Refer to the prior period re-presentation and restatements section
below for further details.
The preparation of the condensed consolidated interim financial
statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
December 2020.
New standards and interpretations not yet adopted
There are no standards that are not yet effective and that would
be expected to have a material impact on the entity in the current
or future reporting periods and on foreseeable future
transactions.
Prior period re-presentation and restatements
i) Discontinued operations
Where the requirements of IFRS 5 have been met, the operational
results of subsidiaries disposed of have been presented in
discontinued operations in the current period and re-presented as
discontinued in the comparative period. See notes 2 and 6 for more
details.
ii) Change in accounting policy
In the current period, the Group refined its methodology for the
application of its revenue policy to the Mini MBA courses which
span the half year. Previously the revenue was spread evenly over
the months in which the courses were being delivered. The revised
approach better reflects both the timing and the content of the
courses, moving from a monthly basis to a weekly basis as each
module of the course is delivered. This change has no impact for
any given financial year but will affect the weighting between the
first and second halves. The comparatives have been restated to
reflect this methodology to ensure comparability. The restatement
in respect of the comparative period has increased revenue by
GBP0.5m, increased net operating expenses by GBP0.3m, increased
accruals by GBP0.3m and decreased deferred income by GBP0.5m. The
impact on adjusted operating loss for the period ended 30 June 2020
is therefore a decrease in the loss of GBP0.2m.
iii) Correction of prior period presentation errors
Restatements have been made to the prior period comparatives to
split other receivables and other payables between those due within
one year and those due after one year. The restatement in respect
of other receivables decreased other receivables in current assets
by GBP0.5m and increased the non-current assets by the same amount
as detailed in note 10. The restatement in respect of other
payables decreased other payables in current liabilities by GBP0.6m
and increased the non-current liabilities by the same amount as
detailed in note 11. On the face of the condensed consolidated
statement of financial position, trade and other receivables and
trade and other payables have reduced under current assets and
current liabilities, and other receivables and other payables have
increased under non-current assets and non-current liabilities.
Comparative numbers
Certain prior period comparatives have been updated to reflect
current period disclosures. Refer to notes 2 and 3.
Basis of preparation
The condensed consolidated interim financial statements for the
six-month period ended 30 June 2021 have been prepared in
accordance with the Disclosure and Transparency rules of the
Financial Conduct Authority and with International Financial
Reporting Standards ('IFRSs') and IAS 34, 'Interim financial
reporting', in line with UK-adopted international accounting
standards. There has been no change to the recognition, measurement
or disclosure from preparation in previous periods under IFRSs as
adopted by the European Union. The condensed consolidated financial
statements should be read in conjunction with the Annual Report and
Financial Statements for the year ended 31 December 2020, which
have been prepared in accordance with IFRSs as adopted by the
EU.
Going concern
The condensed consolidated interim financial statements have
been prepared on a going concern basis.
Net cash at 30 June 2021 amounted to GBP11.9m (2020: GBP8.4m).
The Group has net current liabilities at 30 June 2021 of GBP3.5m
(2020: net current liabilities GBP4.6m). In both periods net
current liabilities primarily arose from the Group's normal high
levels of deferred income relating to performance obligations to be
delivered in the future rather than an inability to service its
liabilities, as deferred income will not result in a cash
outflow.
The Directors have assessed the Group's activities, the
financial position of the Group, and their identification of any
material uncertainties including the impact of the Covid pandemic
and the principal risks to the Group. The Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for at least twelve months from
the date of approval of this report and for the foreseeable future.
Therefore, the Directors consider it appropriate to adopt the going
concern basis of accounting in preparing the condensed consolidated
interim financial statements.
Presentation of non-statutory measures
In addition to IFRS statutory measures, the Directors use
various non-GAAP key financial measures to evaluate the Group's
performance and consider that presentation of these measures
provides shareholders with an additional understanding of the core
trading performance of the Group. The basis of the principal
adjustments is comparable with that presented in the consolidated
financial statements for the year ended 31 December 2020, and as
described in those financial statements. The measures used are
explained and reconciled to their IFRS statutory headings
below.
The Directors believe that adjusted results and adjusted
earnings per share, split between continuing and discontinued
operations, provide additional useful information on the core
operational performance of the Group to shareholders, and review
the results of the Group on an adjusted basis internally. The term
'adjusted' is not a defined term under IFRS and may not therefore
be comparable with similarly titled profit measurements reported by
other companies. It is not intended to be a substitute for, or
superior to, IFRS measurements of profit.
Adjustments are made in respect of:
-- Exceptional items - the Group considers items of income and
expense as exceptional and excludes them from the adjusted results
where the nature of the item, or its magnitude, is material and
likely to be non-recurring in nature so as to assist the user of
the financial statements to better understand the results of the
core operations of the Group. Details of exceptional items are
shown in note 4.
-- Impairment of Goodwill - the Directors believe that non-cash
impairment charges in relation to goodwill are triggered by factors
external to the core trading of the business, and therefore exclude
any such charges from the adjusted results of the Group. Details of
the goodwill impairment analysis are shown in note 8.
-- Amortisation of acquired intangible assets - the amortisation
charge for those intangible assets recognised on business
combinations is excluded from the adjusted results of the Group
since they are non-cash charges arising from investment activities.
As such, they are not considered reflective of the core trading
performance of the Group. Details of amortisation of intangible
assets are shown in note 9.
-- Share-based payments - share-based payment expenses or
credits are excluded from the adjusted results of the Group as the
Directors believe that the volatility of these charges can distort
the user's view of the core trading performance of the Group.
Details of share-based payments are shown in note 14.
-- Profit or loss on disposal of assets or subsidiaries - profit
or loss on disposals of businesses are excluded from adjusted
results of the Group as they are unrelated to core trading and can
distort a user's understanding of the performance of the Group due
to their infrequent and volatile nature. See note 4.
-- Other separately reported items - certain other items are
excluded from the adjusted results where they are considered large
or unusual enough to distort the comparability of core trading
results year on year. Details of these separately disclosed items
are shown in note 4.
The tax related to adjusting items is the tax effect of the
items above that are allowable deductions for tax purposes
(primarily exceptional items), calculated using the standard rate
of corporation tax.
Further details of adjusting items are included in note 4. A
reconciliation between adjusted and reported earnings per share
measures is shown in note 7.
Loss before tax reconciles to adjusted operating profit / (loss)
as follows:
Six months ended 30 June (unaudited)
---------------------------------------
Restated (2)
2021 2020
GBPm GBPm
Continuing operations
Loss before tax (0.5) (2.9)
Adjusting items:
Exceptional operating costs - 0.2
Amortisation of acquired intangibles 0.6 0.9
Share-based payments 0.2 0.5
------------------------------------------- ---- ------------ -------------------------
Adjusted profit / (loss) before tax 0.3 (1.3)
Finance costs 0.2 0.2
Adjusted operating profit / (loss) 0.5 (1.1)
------------------------------------------- ---- ------------ -------------------------
(2) See note 1 for description of the prior period
re-presentation and restatement.
Adjusted operating cash flow is not a measure defined by IFRS.
It is defined as cash flow from operations excluding the impact of
adjusting items, which are defined above. The Directors use this
measure to assess the performance of the Group as it excludes
volatile items not related to the core trading of the Group.
Reported cash flow from operations reconciles to adjusted operating
cash as follows:
Six months ended 30 June (unaudited)
---------------------------------------
2021 2020
GBPm GBPm
Reported cash flow from operating activities 6.0 0.9
Cash impact of adjusting items (including working capital impact) - 3.4
Adjusted operating cash flow 6.0 4.3
Capital expenditure (0.3) (0.6)
-------------------------------------------------------------------- ------------------- ------------------
Post capital expenditure cash flow 5.7 3.7
-------------------------------------------------------------------- ------------------- ------------------
Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk, credit risk and liquidity risk. The condensed
consolidated interim financial statements do not include all
financial risk management information and disclosures that are
required in the annual consolidated financial statements; they
should be read in conjunction with the Group's annual consolidated
financial statements for the year ended 31 December 2020.
There have been no changes in risk management processes or
policies since the year end.
Seasonality
Following the disposal programme that took place in 2019, an
increased percentage of revenue and profits are derived in the
second half of each financial year. As a result of the Covid
pandemic, this seasonality was further exaggerated by events being
deferred to the second half of 2020. In 2021, some of these events
that generated GBP0.4m of revenue in 2020, have been moved back to
the first half of 2021.
2 Segmental reporting
The Group is organised around two reportable market-facing
segments: Xeim and The Lawyer. These two segments derive revenues
from a combination of premium content, marketing services, training
and advisory, events, marketing solutions and recruitment
advertising. Overhead costs are allocated to these segments on an
appropriate basis, depending on the nature of the costs, including
in proportion to revenues or headcount. Corporate income and costs
have been presented separately as "Central". The Group believes
this is the most appropriate presentation of segmental reporting
for the user to understand the core operations of the Group. There
is no inter-segmental revenue.
Segment assets consist primarily of property, plant and
equipment, intangible assets (including goodwill) and trade
receivables. Segment liabilities comprise trade payables, accruals
and deferred income.
Corporate assets and liabilities primarily comprise property,
plant and equipment, intangible assets, current and deferred tax
balances, cash and cash equivalents, borrowings and lease
liabilities.
Capital expenditure comprises additions to property, plant and
equipment, intangible assets and includes additions resulting from
acquisitions through business combinations.
Continuing operations Discon-tinued
Xeim The Lawyer Central operations Group
GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended 30
June 2021
Unaudited
Revenue 14.8 3.5 - 18.3 - 18.3
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Adjusted operating
profit / (loss) 1.3 1.1 (1.9) 0.5 - 0.5
Amortisation of
acquired intangibles (0.6) - - (0.6) - (0.6)
Share-based payments (0.1) - (0.1) (0.2) - (0.2)
Operating profit /
(loss) 0.6 1.1 (2.0) (0.3) - (0.3)
Finance costs (0.2) - (0.2)
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Loss before tax (0.5) - (0.5)
Taxation 0.1 - 0.1
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Loss for the period (0.4) - (0.4)
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Segment assets 40.2 18.7 - 58.9 - 58.9
Corporate assets 8.3 8.3 - 8.3
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Consolidated total
assets 67.2 - 67.2
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Segment liabilities (13.7) (3.4) - (17.1) - (17.1)
Corporate liabilities (4.0) (4.0) - (4.0)
Consolidated total
liabilities (21.1) - (21.1)
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Other items
Capital expenditure
(tangibles and
intangibles) 0.1 0.1 0.1 0.3 - 0.3
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Continuing operations Discon-tinued
Xeim The Lawyer Central operations Group
GBPm GBPm GBPm GBPm GBPm GBPm
Restated (2)
Six months ended 30
June 2020
Unaudited
Revenue 12.3 2.7 - 15.0 3.2 18.2
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Adjusted operating
profit / (loss) 0.7 0.3 (2.1) (1.1) 0.2 (0.9)
Exceptional operating
costs (0.2) - - (0.2) (0.4) (0.6)
Impairment of goodwill - - - - (11.0) (11.0)
Amortisation of
acquired intangibles (0.9) - - (0.9) (0.3) (1.2)
Share-based payments (0.2) - (0.3) (0.5) - (0.5)
Operating (loss) /
profit (0.6) 0.3 (2.4) (2.7) (11.5) (14.2)
Finance costs (0.2) - (0.2)
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Loss before tax (2.9) (11.5) (14.4)
Taxation 0.7 - 0.7
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Loss for the period (2.2) (11.5) (13.7)
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Segment assets 41.9 19.7 - 61.6 3.5 65.1
Corporate assets 7.2 7.2 - 7.2
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Consolidated total
assets 68.8 3.5 72.3
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Segment liabilities (12.5) (4.6) - (17.1) (1.6) (18.7)
Corporate liabilities (5.8) (5.8) - (5.8)
Consolidated total
liabilities (22.9) (1.6) (24.5)
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
Other items
Capital expenditure
(tangibles and
intangibles) 0.3 - 0.2 0.5 - 0.5
------------------------ ------- ----------- ---------- ------------------------ ----------------------- -------
(2) See note 1 for description of the prior period
re-presentation and restatement.
Discontinued operations for the six months ended 30 June 2020
relate to the closure of the MarketMakers' telemarketing business
and a GBP0.1m tax charge as a result of a prior period tax
adjustment in 2020 arising on disposal of subsidiaries in 2019.
Refer to note 6.
Supplemental information
Revenue by geographical location
The Group's revenues from continuing operations from external
customers by geographical location are detailed below:
Six months ended 30 June (unaudited)
--------------------------------------------------------------------
Restated (2) Restated (2)
Xeim The Lawyer Total Xeim The Lawyer Total
2021 2021 2021 2020 2020 2020
GBPm GBPm GBPm GBPm GBPm GBPm
United Kingdom 9.6 2.9 12.5 8.9 2.1 11.0
Europe (excluding United Kingdom) 2.0 0.3 2.3 0.8 0.3 1.1
North America 1.9 0.2 2.1 2.0 0.2 2.2
Rest of world 1.3 0.1 1.4 0.6 0.1 0.7
---------------------------------- ----- ---------- ----- -------------- ------------ ------------
14.8 3.5 18.3 12.3 2.7 15.0
---------------------------------- ----- ---------- ----- -------------- ------------ ------------
(2) See note 1 for description of the prior period
re-presentation and restatement.
Substantially all of the Group's net assets are located in the
United Kingdom. The Directors therefore consider that the Group
currently operates in a single geographical segment, being the
United Kingdom.
Revenue by type
The Group's revenue from continuing operations by type is as
follows:
Six months ended 30 June (unaudited)
-----------------------------------------------------------------------
Restated (2)
Xeim The Lawyer Total Restated (2) Xeim The Lawyer Total
2021 2021 2021 2020 2020 2020
GBPm GBPm GBPm GBPm GBPm GBPm
Premium Content 4.3 1.9 6.2 5.1 1.8 6.9
Marketing Services 1.7 - 1.7 1.5 - 1.5
Training and Advisory 5.5 - 5.5 3.6 - 3.6
Events 1.4 0.5 1.9 0.3 - 0.3
Marketing Solutions 1.8 0.5 2.3 1.7 0.4 2.1
Recruitment Advertising 0.1 0.6 0.7 0.1 0.5 0.6
------------------------ ----- ---------- ----- ----------------- ------------ ------------
14.8 3.5 18.3 12.3 2.7 15.0
------------------------ ----- ---------- ----- ----------------- ------------ ------------
(2) See note 1 for description of the prior period
re-presentation and restatement.
3 Net operating expenses
Operating profit is stated after charging/(crediting):
Continuing operations
Six months ended 30 June (unaudited)
---------------------------------------------------------------------------
Restated Restated
(2) (2)
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2021 2021 2021 2020 2020 2020
Note GBPm GBPm GBPm GBPm GBPm GBPm
Employee benefits
expense 9.5 - 9.5 9.1 0.2 9.3
Government grants - - - (0.2) - (0.2)
---------------------------- --- ------------- ------------ --------- ------------ ---------- ---------
Net employee benefits
expense 9.5 - 9.5 8.9 0.2 9.1
Depreciation of property,
plant
and equipment 0.9 - 0.9 1.0 - 1.0
Amortisation of intangible
assets 9 0.7 0.6 1.3 1.0 0.9 1.9
Impairment of intangible
assets 9 0.1 - 0.1 - - -
Impairment of trade
receivables 10 - - - 0.2 - 0.2
Share-based payment
expense 14 - 0.2 0.2 - 0.5 0.5
IT expenditure 1.4 - 1.4 1.2 - 1.2
Other staff related
costs 0.5 - 0.5 0.4 - 0.4
Marketing expenditure 0.7 - 0.7 0.4 - 0.4
Other operating expenses 4.0 - 4.0 3.0 - 3.0
---------------------------- --- ------------- ------------ --------- ------------ ---------- ---------
17.8 0.8 18.6 16.1 1.6 17.7
--------------------------- --- ------------- ------------ --------- ------------ ---------- ---------
Cost of sales 8.2 - 8.2 6.7 - 6.7
Distribution costs - - - 0.1 - 0.1
Administrative expenses 9.6 0.8 10.4 9.3 1.6 10.9
17.8 0.8 18.6 16.1 1.6 17.7
--------------------------- --- ------------- ------------ --------- ------------ ---------- ---------
(1) Adjusting items are disclosed in note 4
(2) See note 1 for description of the prior period
re-presentation and restatement.
4 Adjusting items
Certain items are presented as adjusting. These are detailed
below.
Six months ended 30 June (unaudited)
---------------------------------------
Re-presented(2)
2021 2020
GBPm GBPm
Continuing operations
Exceptional operating costs:
Staff restructuring costs (including external employment advice costs) - 0.2
Exceptional operating costs - 0.2
Amortisation of acquired intangible assets 0.6 0.9
Share-based payments 0.2 0.5
Adjusting items to profit before tax 0.8 1.6
Tax relating to adjusting items (0.1) (0.2)
--------------------------------------------------------------------------- ----------- --------------------------
Total adjusting items after tax for continuing operations 0.7 1.4
--------------------------------------------------------------------------- ----------- --------------------------
Discontinued operations
Exceptional costs - 0.4
Impairment of goodwill - 11.0
Amortisation of acquired intangibles - 0.3
Tax relating to adjusting items - (0.1)
--------------------------------------------------------------------------- ----------- --------------------------
Total adjusting items after tax for discontinued operations - 11.6
--------------------------------------------------------------------------- ----------- --------------------------
Total adjusting items after tax 0.7 13.0
--------------------------------------------------------------------------- ----------- --------------------------
(2) See note 1 for description of the prior period
re-presentation
Exceptional costs
Staff related restructuring costs (including external employment
advice costs)
In the prior period staff related restructuring costs of GBP0.4m
in discontinued operations related to restructuring of the
MarketMakers business and GBP0.2m in continuing operations that
related to restructuring parts of the wider Centaur Group due to
the adverse impact of Covid.
Impairment of goodwill
In the prior period an impairment of GBP11.0m against goodwill
relating to the MarketMakers business was recognised. There were no
impairments recognised in the current period. See note 8 for
further details.
Other adjusting items
Other adjusting items relate to the amortisation of acquired
intangibles and share-based payment costs. Amortisation of acquired
intangibles of GBP0.3m in discontinued operations related to the
MarketMakers business.
5 Taxation
Six months ended 30 June (unaudited)
---------------------------------------
2021 2020
GBPm GBPm
Analysis of charge/(credit) for the period
Current tax 0.1 0.2
Deferred tax (0.2) (0.9)
--------------------------------------------- ------------------- ------------------
(0.1) (0.7)
--------------------------------------------- ------------------- ------------------
The tax charge is based on the estimated effective tax rate for
the year ending 31 December 2021 of 21.0% (2020: 21.0%).
The current period tax credit of (GBP0.1m) relates to continuing
operations.
The prior period tax credit of (GBP0.7m) related to continuing
operations. Prior period tax related to discontinued operations
includes a (GBP0.1m) tax credit related to MarketMakers offset by a
GBP0.1m tax charge as a result of a prior period tax adjustment
arising on 2019 disposals in discontinued operations.
6 Discontinued operations
A significant restructuring of the MarketMakers business was
executed during the prior year following an adverse impact on the
performance of the telemarketing business arising from the onset of
Covid. This led to the closure of the MarketMakers telemarketing
business in August 2020 after the approval of the 2020 Interim
Report. The Really B2B brand that was part of the MarketMakers
business continues to operate and its performance is reported as
part of continuing operations.
The results of the discontinued operations, which were included
in the condensed consolidated statement of comprehensive income,
are detailed within note 2.
The results of the discontinued operations, which were included
in the condensed consolidated cash flow statement, were as
follows:
Six months ended 30 June (unaudited)
----------------------------------------
2021 2020
GBPm GBPm
Cash flows
Operating cash flows - 0.1
Investing cash flows - -
Financing cash flows - (0.1)
Total cash flows - -
---------------------- ------------------ --------------------
7 Earnings / (loss) per share
Basic earnings per share ('EPS') is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted
average number of shares in issue during the year. 1,690,901 (2020:
2,272,372) shares held in the employee benefit trust and 4,550,179
(2020: 4,550,179) shares held in treasury have been excluded in
arriving at the weighted average number of shares. The calculations
of earnings per share are based on the following profits and number
of shares:
Six months ended 30 June (unaudited)
-------------------------------------------------------------------------------------------
Restated (2) Restated (2) Restated (2)
2021 2021 2021 2020 2020 2020
(Loss) / (Loss) /
earnings Weighted earnings Weighted
attributable average (Loss) / attributable average (Loss) /
to owners of number of earnings per to owners of number of earnings per
the parent shares share the parent shares share
GBPm Millions Pence GBPm Millions Pence
Basic
Continuing
operations (0.4) 145.0 (0.3) (2.2) 143.8 (1.5)
Continuing and
discontinued
operations (0.4) 145.0 (0.3) (13.7) 143.8 (9.5)
Effect of dilutive securities
Continuing
operations - - - - - -
Continuing and
discontinued
operations - - - - - -
Diluted
Continuing
operations (0.4) 145.0 (0.3) (2.2) 143.8 (1.5)
Continuing and
discontinued
operations (0.4) 145.0 (0.3) (13.7) 143.8 (9.5)
--------------------- ------------- ------------- -------------- ------------- -------------- --------------
Adjusted
Continuing
operations
Basic (0.4) 145.0 (0.3) (2.2) 143.8 (1.5)
Exceptional
operating costs - - 0.2 0.1
Amortisation of
acquired
intangibles 0.6 0.4 0.9 0.6
Share-based payments 0.2 0.1 0.5 0.3
Tax effect of above
adjustments (0.1) - (0.2) (0.1)
Discontinued
operations
Basic - 145.0 - (11.5) 143.8 (8.0)
Exceptional
operating costs - - 0.4 0.3
Amortisation of
acquired
intangibles - - 0.3 0.2
Impairment of
goodwill - - 11.0 7.6
Tax effect of above
adjustments - - (0.1) -
--------------------- ------------- ------------- -------------- ------------- -------------- --------------
Adjusted basic
Continuing
operations 0.3 145.0 0.2 (0.8) 143.8 (0.6)
Continuing and
discontinued
operations 0.3 145.0 0.2 (0.7) 143.8 (0.5)
--------------------- ------------- ------------- -------------- ------------- -------------- --------------
Effect of dilutive securities
Options
Continuing
operations - 7.1 - - - -
Continuing and
discontinued
operations - 7.1 - - - -
------------- ------------- -------------- ------------- -------------- --------------
Adjusted diluted
Continuing
operations 0.3 152.1 0.2 (0.8) 143.8 (0.6)
Continuing and
discontinued
operations 0.3 152.1 0.2 (0.7) 143.8 (0.5)
--------------------- ------------- ------------- -------------- ------------- -------------- --------------
(2) See note 1 for description of the prior period
re-presentation and restatement.
Six months ended 30 June (unaudited)
---------------------------------------------------------------------------------------------
Restated (2) Restated (2) Restated (2)
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2021 2021 2021 2020 2020 2020
GBPm GBPm GBPm GBPm GBPm GBPm
Fully diluted
from continuing
operations 0.2p (0.5p) (0.3p) (0.6p) (0.9p) (1.5p)
Fully diluted
from
discontinued
operations - - - 0.1p (8.1p) (8.0p)
----------------- --- ------------- ------------- ------------- ------------- ------------- -------------
Total 0.2p (0.5p) (0.3p) (0.5p) (9.0p) (9.5p)
--------------- ----- ------------- ------------- ------------- ------------- ------------- -------------
(2) See note 1 for description of the prior period
re-presentation and restatement.
8 Goodwill
GBPm
Cost
At 1 January 2021 and 30 June 2021 81.1
------------------------------------- ------------------
Accumulated impairment
At 1 January 2021 and 30 June 2021 39.9
------------------------------------- ------------------
Net book value
At 1 January 2021 41.2
------------------------------------- ------------------
At 30 June 2021 (unaudited) 41.2
------------------------------------- ------------------
Cost
At 1 January 2020 and 30 June 2020 111.1
------------------------------------- ------------------
Accumulated impairment
At 1 January 2020 58.9
Impairment 11.0
------------------------------------- ------------------
At 30 June 2020 69.9
------------------------------------- ------------------
Net book value
At 1 January 2020 52.2
------------------------------------- ------------------
At 30 June 2020 (unaudited) 41.2
------------------------------------- ------------------
At 30 June 2020, an impairment of GBP11.0m was recognised which
was entirely related to the MarketMakers ('MM') business. This
followed the impact that the Covid pandemic had on the operations
of MM and was a full impairment of the goodwill balance held in
relation to MM.
At 31 December 2020, a full impairment assessment was performed
over the Group's goodwill, with no impairment further to the
GBP11.0m detailed above required. The cost and accumulated
impairment of MM's goodwill was eliminated following the closure of
the MM telemarketing business in the second half of the year. The
Group also eliminated GBP19.0m of goodwill that had been fully
impaired in previous financial years relating to legacy brands and
businesses that the Group no longer operates.
At 30 June 2021, the reported interim results are not materially
different from the forecasts used to assess impairment at the year
end 31 December 2020 and therefore no indication of impairment has
been identified. In line with IAS 36 a full impairment assessment
will be performed on the Group's goodwill and acquired intangibles
assets at the year end 31 December 2021.
9 Other intangible assets
Brands and publishing
Computer software rights* Customer relationships* Total
Net book value GBPm GBPm GBPm GBPm
At 1 January 2021 2.7 0.7 1.5 4.9
Additions
Separately acquired 0.1 - - 0.1
Internally generated 0.2 - - 0.2
Amortisation for the period (0.7) (0.1) (0.5) (1.3)
Impairment (0.1) - - (0.1)
At 30 June 2021 (unaudited) 2.2 0.6 1.0 3.8
------------------------------ ------------------- ---------------------------- ------------------------- ------
At 1 January 2020 4.4 1.2 3.4 9.0
Additions
Separately acquired 0.1 - - 0.1
Internally generated 0.2 - - 0.2
Amortisation for the period (1.0) (0.1) (1.1) (2.2)
At 30 June 2020 (unaudited) 3.7 1.1 2.3 7.1
------------------------------ ------------------- ---------------------------- ------------------------- ------
* Amortisation of acquired intangibles is presented as an
adjusting item.
10 Trade and other receivables
Restated (2)
30 June 30 June 31 December
2021 2020 2020
Unaudited Unaudited Audited
GBPm GBPm GBPm
Amounts falling due within one year
Trade receivables 4.4 6.2 5.2
Less: expected credit loss (0.9) (1.3) (1.0)
-------------------------------------- ---------- ------------- ------------
Trade receivables (net) 3.5 4.9 4.2
Prepayments 1.0 1.3 1.2
Other receivables 0.4 0.8 0.2
Accrued income 0.1 0.6 0.2
-------------------------------------- ---------- ------------- ------------
5.0 7.6 5.8
------------------------------------- ---------- ------------- ------------
Amounts falling due after one year
Other receivables 0.3 0.5 0.5
-------------------------------------- ---------- ------------- ------------
0.3 0.5 0.5
------------------------------------- ---------- ------------- ------------
(2) See note 1 for description of the prior period
restatement.
Trade receivables has decreased since 30 June 2020 and 31
December 2020 due to strong cash collection and improvement in
debtor days.
Other receivables due after one year include GBP0.3m (2020:
GBP0.3m) in relation to a deposit on the Waterloo property lease
which is fully refundable at the end of the lease term.
Six months ended 30 June (unaudited)
---------------------------------------
2021 2020
GBPm GBPm
Analysis of expected credit loss for the period
Balance at start of period 1.0 1.1
Utilised in the period (0.1) -
Additional provision charged to the condensed consolidated statement of
comprehensive income - 0.2
Balance at end of period 0.9 1.3
----------------------------------------------------------------------------- --------------------- ----------------
11 Trade and other payables
Restated (2)
30 June 30 June 31 December
2021 2020 2020
Unaudited Unaudited Audited
GBPm GBPm GBPm
Amounts falling due within one year
Trade payables 0.4 0.8 0.2
Accruals 6.2 4.8 5.7
Social security and other taxes 1.5 1.9 1.3
Other payables 1.7 1.0 1.6
-------------------------------------- ---------- ------------- ------------
9.8 8.5 8.8
------------------------------------- ---------- ------------- ------------
Amounts falling due after one year
Other payables - 0.6 -
-------------------------------------- ---------- ------------- ------------
- 0.6 -
------------------------------------- ---------- ------------- ------------
(2) See note 1 for description of the prior period
restatement.
Other payables due after one year in the prior period related to
the deferral of VAT payments under the government's Covid VAT
payment deferral scheme. Monthly repayments of deferred VAT
payments began in March 2021, and the balance will be fully re-paid
by the end of the year.
12 Lease liabilities
All lease liabilities currently held by the Group relate to
property leases, for which corresponding right-of-use ('ROU')
assets are held on the condensed consolidated statement of
financial position within property, plant and equipment.
GBPm
At 1 January 2021 3.4
Interest expense -
Cash outflow (1.0)
---------------------------------------------- ------
At 30 June 2021 2.4
---------------------------------------------- ------
At 1 January 2020 4.3
Interest expense -
Cash outflow (1.1)
Addition on remeasurement of lease liability 1.8
---------------------------------------------- ------
At 30 June 2020 5.0
---------------------------------------------- ------
Current 1.9
Non-current 0.5
At 30 June 2021 2.4
Current 2.1
Non-current 2.9
At 30 June 2020 5.0
The lease liability for one of the Group's property leases was
remeasured at 30 June 2020 upon reassessment of the lease term, and
at 31 December 2020 following renegotiation of payment terms due to
Covid. The amount of the remeasurements of the lease liability were
recognised as an adjustment to the ROU asset.
There have been no remeasurements to the lease liabilities in
the current period.
13 Dividends
Six months ended 30 June (unaudited)
---------------------------------------
2021 2020
GBPm GBPm
Equity dividends
Final dividend for 2019: 0.0p per 10p ordinary share - -
Final dividend for 2020: 0.5p per 10p ordinary share 0.7 -
------------------------------------------------------------- ------------------- ------------------
0.7 -
----------------------------------------------------- ------------------- ------------------
An interim dividend for the six months ended 30 June 2021 of
GBP0.7m (0.5p per ordinary share) is proposed by the Directors.
This will be paid on 22 October 2021 to all shareholders on the
register as at close of business on 8 October 2021.
14 Share-based payments
Six months ended 30 June (unaudited)
---------------------------------------
2021 2020
GBPm GBPm
Equity-settled plans
LTIP 0.2 0.5
Total equity-settled incentive plan 0.2 0.5
----------------------------------------- ------------------- ------------------
The Group's share-based payment schemes upon vesting are
equity-settled.
Long-Term Incentive Plan
The Group operates a Long-Term Incentive Plan ('LTIP') for
Executive Directors and selected senior management. This is an
existing incentive policy and was approved by shareholders at the
2016 AGM. The share awards are valued at date of grant and the
condensed consolidated statement of comprehensive income is charged
over the vesting period, taking into account the number of shares
expected to vest.
Full details of movements in share awards during the period are
shown below. There were no movements in any other scheme therefore
they have not been disclosed. See note 24 in the Group Annual
Report for the year end 31 December 2020 for full details of all
schemes.
LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016 LTIP 2016
----------- ----------- ----------- -------------------- ----------------
Grant date 28.05.2021 29.04.2021 25.03.2021 06.04.2018 06.04.2018
Share price at grant date (p) 41.00 39.70 39.50 50.20 50.20
Fair value (p) 30.40 29.00 30.10 28.65 25.10
Exercise date 29.04.2024 29.04.2024 25.03.2024 06.04.2021 06.04.2021
Exercise price (p) GBPnil GBPnil GBPnil GBPnil GBPnil
----------- ----------- ----------- -------------------- ----------------
Number of awards
Balance at 1 January 2020 - - - 1,246,879 981,776
Granted during the period 68,354 1,118,722 1,798,489 - -
Exercised during the period - - - - (776,823)
Lapsed during the period - - - (1,246,879) -
Balance at 30 June 2021 68,354 1,118,722 1,798,489 - 204,953
Exercisable at 30 June 2021 - - - - 204,953
Average share price at date of exercise
(p) - - - - 40.00
Expected volatility (%) 48.0 49.0 48.0 43.5 43.5
Expected dividend yield (%) 1.20 1.30 1.30 - 6.47
Risk free interest rate (%) (0.09) (0.12) (0.07) 0.86 0.86
Valuation model used Stochastic Stochastic Stochastic Stochastic Black-Scholes
The shares outstanding and exercisable at the end of the period
have an expiry date of 6 October 2021.
15 Cash flow generated from operating activities
Six months ended 30 June (unaudited)
Restated (2)
2021 2020
Note GBPm GBPm
Loss for the period (0.4) (13.7)
Adjustments for:
Tax 5 (0.1) (0.7)
Interest expense 0.2 0.2
Depreciation of property, plant and equipment 0.9 1.1
Amortisation of intangible assets 9 1.3 2.2
Impairment of intangible assets 9 0.1 -
Impairment of goodwill 8 - 11.0
Share-based payments 14 0.2 0.5
Changes in working capital:
Decrease in trade and other receivables 10 1.0 2.8
Increase / (decrease) in trade and other payables 11 1.0 (3.7)
Increase in deferred income 1.8 0.6
Increase in provisions - 0.6
Cash generated from operating activities 6.0 0.9
(2) See note 1 for description of the prior period
restatement.
16 Related party transactions
Transactions between Group Companies, which are related parties,
have been eliminated on consolidation and therefore do not require
disclosure. The Group has not entered into any other related party
transactions in the period which require disclosure in these
interim statements.
17 Post balance date events
No material events have occurred after the reporting date.
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END
IR SELFMSEFSEIW
(END) Dow Jones Newswires
July 21, 2021 02:00 ET (06:00 GMT)
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