Centaur Media plc

Incorporated in England and Wales

Registration number: 04948078

LEI: 2138005WK87G7DQRQI62

ISIN: GB0034291418

 

13 March 2024

 

Centaur Media Plc

 

Preliminary results for the year ended 31 December 2023

 

Comfortably exceeded MAP23 EBITDA margin objective

 

Strong growth in EBITDA and EBITDA margin

 

 

Centaur Media plc ("Centaur"), an international provider of business information, training and specialist consultancy, is pleased to present its preliminary results for the year ended 31 December 2023.

Swag Mukerji, Chief Executive Officer, commented:

"This year's performance is the culmination of our MAP23 strategy which achieved its three clear objectives: to implement a simple, efficient and scalable operating model, develop high quality, trusted products which are the leaders in their markets, and build the credibility of Centaur's management team for delivering on its strategic and financial commitments. We have significantly grown our profitability and built a business with an impressive proportion of higher quality revenue, providing us with a scalable platform for long-term sustainable future growth.

 

Looking ahead, we are determined to keep driving performance beyond MAP23 to become a customer-centric business intelligence and learning organisation with growth from organic revenue, new product development and selective bolt-on acquisitions. I firmly believe Centaur has the talent, strategy and financial discipline to achieve its ambitious objectives and look forward to updating the market on our next phase of growth at our upcoming Capital Markets Day."

Financial highlights

 

Margin Acceleration Plan 2023 (MAP23) highlights since 2020:

·	Revenue from continuing operations grew by 27%
·	Higher quality revenue grew by 38% and now represents 80% of total revenue (2020: 67%)
·	Adjusted1 EBITDA grew 155% from £3.8m to £9.7m
·	Adjusted1 EBITDA margin more than doubled to 26%
·	Total returns to shareholders as ordinary and special dividends of 8.9p per share (£12.8m)

 

2023 trading:

 

£m	2023	2022
Statutory revenue	37.3	38.4
Adjusted1 EBITDA margin	26%	21%
Adjusted1 EBITDA	9.7	8.1
Adjusted1 operating profit	7.6	4.9
Statutory operating profit	6.1	3.6
Group statutory profit after taxation	4.9	2.8
Net cash2	9.5	16.0
Ordinary dividend (pence per share)	1.8	1.1
Adjusted1 diluted earnings per share (pence)	4.2	2.6

 

·	Revenue from continuing operations declined by 3% to £37.3m while higher quality revenue streams grew by 3%
·	Adjusted1 EBITDA grew 20% to £9.7m
·	Adjusted1 EBITDA margin improved to 26% from 21%
·	Net cash2 of £9.5m, after paying ordinary and special dividends during the year of £8.9m, gives capacity to reinvest for growth
·	Final ordinary dividend of 1.2p per share giving total ordinary dividends of 1.8p for the year (2022: 1.1p)

 

Financial and strategic highlights

This year marked the successful delivery of Centaur's MAP23, which targeted an adjusted¹ EBITDA margin of 23% by 2023. Centaur recorded another year of profitable growth building on the structures and processes that have been implemented over the past three years, despite the continued macroeconomic and geopolitical uncertainties.

Centaur generated an adjusted¹ EBITDA margin of 26% (up from 21% in 2022 and 12% in 2020), comfortably exceeding the MAP23 target and resulting in net cash² of £9.5m at 31 December 2023 after paying ordinary and special dividends of £8.9m in the year.

Centaur reported revenue of £37.3m (slightly down from £38.4m in 2022) after a softening in the macroeconomic environment trading conditions and inflationary pressures. Centaur recorded good performance across its higher quality revenue streams in Premium Content and Training and Advisory, which now collectively represent 80% of the business, up from 76% in 2022.

The higher quality revenue streams have driven the successful delivery of MAP23. The demand for these products and services, across a range of industries and sectors, are resilient in markets characterised by change driven by technological advancement, structural transformation and globalisation. These fundamentals provide Centaur with a clear opportunity to use its competitive advantage, operational leverage and deep level of expertise to further grow in these sectors.

The strategic objective across Centaur's suite of brands is to position them for continued growth by investing in customer-centric business intelligence and learning products and harnessing cross-selling opportunities, with the aim of enabling customers to deliver better corporate outcomes through building competitive advantage in their markets.

In 2023, Centaur's higher quality revenue streams continued to demonstrate their resilience focused on The Lawyer, MW Mini MBA, Econsultancy and Influencer Intelligence.

·	The Lawyer Premium Content revenue grew by 9% due to corporate subscription renewal rates of 108% supported by Signal and Litigation Tracker, its data-driven paid-for products. However, Events revenue of £1.8m was down 11% year-on-year due to shortfalls in sponsorship across several events dampening the overall revenue growth to 1%.
·	MW Mini MBA continued its growth with revenue up 8% driven by a 23% yield increase, although delegate numbers declined by 12%. The new third MW Mini MBA in Management course has contributed above management expectations.
·	Econsultancy revenue declined 14% owing to delays in Training and Advisory on the client side, due to budgetary caution. We expect to gain the revenue benefit of these delays in 2024.
·	Influencer Intelligence recorded a small decrease in renewal rates to 84%, down from 90% in 2022, but saw reassuring momentum build through H2.

Due to the macroeconomic environment, performance at Really B2B and Design Week was below management's expectations. As such we made the difficult decision to close these businesses in December 2023. We are confident that this will further enable Centaur to focus on its higher quality revenue streams, which will drive improved profitability and provide the business with a solid platform for further growth.

Centaur has a strong management team including recent appointments such as Xeim's marketing director, a new MD for Mini MBA, a new Chief People Officer, a CTO and a Data Director, who together with the hard work and determination of everyone at Centaur have successfully delivered MAP23. Alongside this progress, Centaur has taken clear operational and financial steps to focus on organic growth and manage costs to reinforce the resilience of the business. These steps will ensure that Centaur is best positioned to withstand any continued macroeconomic uncertainty, building a platform for long-term, sustainable growth beyond MAP23.

Outlook

Overall, the culmination of our three-year strategy sees Centaur having undergone a significant transformation building a scalable platform for future growth. While we start 2024 cautious of the macroeconomic environment's impact on Centaur, we remain reassured by the foundations built during MAP23. Centaur's strategic priority is to become a customer-centric business intelligence and learning organisation and the next stage of the journey has begun. We look forward to providing more detail on this at our Capital Markets Day on 23 April (see enquiries below).

Dividend

Centaur's Board believes in the long-term fundamentals of the business, recognising the importance of shareholder returns, and has been distributing progressive dividend payments to investors throughout the MAP23 period. Additionally, Centaur has paid significant special dividends in 2023 as the success of the strategy has led to considerably stronger cash flows and a more robust balance sheet. As a result of the special dividends paid in 2023, Centaur's net cash² position reduced to £9.5m as at 31 December 2023 (2022: £16.0m) but remains at a strong level.

In line with our normal dividend policy of distributing 40% of adjusted¹ retained earnings, the Board has declared a final dividend of 1.2 pence per share (£1.7m), which when added to the interim dividend provides a total dividend for the year of 1.8 pence per share (£2.6m) for 2023. In total, dividends of £12.8m (8.9 pence per share) have been paid over the course of MAP23.

¹        Adjusted EBITDA is adjusted operating profit before depreciation and amortisation. Adjusted results exclude adjusting items as detailed in note 4 of the financial information.

²        Net cash is the total of cash and cash equivalents and short-term deposits.

 

Enquiries

Capital Markets Day at 9am on 23 April 2024 at WeWork office room 15A, 10 York Road, London SE1 7ND. For details, please contact Teneo below or email investor.relations@centaurmedia.com

 

Centaur Media plc
Swag Mukerji, Chief Executive Officer                    Simon Longfield, Chief Financial Officer	020 7970 4000
Teneo
Zoë Watt / Oliver Bell	07713 157561 / 07917 221748

 

 

Note to editors

Centaur is an international provider of business information, training and specialist consultancy within the marketing and legal professions that inspires and enables people to excel at what they do, to raise their aspirations and to enable our clients to deliver better performance.

 

Advise. Inform. Connect.

 

Our purpose

 

We enable ambitious leaders to see around corners and deliver change

 

·	We inspire and empower the world's most dynamic leaders in the marketing and legal professions
·	We are committed to the delivery of market-leading insight and tangible outcomes to build long-term, sustainable growth
·	Every article, every piece of research, every data point, every live event, training programme, advisory opportunity and interaction turbo-charges leaders and their teams to predict the future and then make it happen

 

Our vision

 

We aim to be the 'go to' company in the international marketing and legal sectors to:

 

·	Provide business information to customers using data, content and insight;
·	Offer training services through digital initiatives and online programmes;
·	Connect specific communities through digital media and events; and
·	Advise businesses on how to improve their performance and return on investments.

 

We will build strong and lasting relationships with our customers by providing cutting-edge insight and analysis to deliver long-term sustainable returns for our shareholders.

 

Our business

 

Centaur is an international provider of business information, training and specialist consultancy in the marketing and legal professions that inspires and enables people to excel at what they do. Our Xeim and The Lawyer business units serve the marketing and legal sectors respectively and, across both, we offer a wide range of products and services targeted at helping our customers add value.

 

Our reputation is built on the trust and confidence arising from a deep understanding of these sectors and a strong track record of providing our customers with market-leading insight, content, data and training. Our key strengths are the expertise of our people, the quality of our brands and products, and our ability to harness technology to innovate continually and develop our customer offering. This enables us to help our customers raise their aspirations and deliver better performance.

Highlights of the year and during MAP23

Financial highlights

 

Revenue from continuing operations £37.3m 2022: £38.4m 2021: £35.4m 2020: £29.3m	Adjusted1 2 EBITDA £9.7m (26% margin) 2022: £8.1m (21% margin) 2021: £6.4m (16% margin) 2020: £3.8m (12% margin)
Net Cash3 £9.5m 2022: £16.0m 2021: £13.1m 2020: £8.3m	Adjusted1 diluted EPS 4.2p 2022: 2.6p 2021: 1.9p 2020: 0.3p

 

¹     See alternative performance measures section for definition of adjusted results

²     Adjusted EBITDA is reconciled to Adjusted Operating Profit in note 1(b)

³     Net Cash is the total of cash and cash equivalents and short-term deposits

 

Strategic and operational highlights

 

·	Strong performance exceeding the MAP23 EBITDA margin objective of 23% in 2023
·	Clear operational and financial steps taken to focus on organic growth and manage costs that have built a strong platform for future profitable revenue growth
·	Increase in higher quality revenue to 80% of revenue from continuing operations
·	New customer-centric products launched including MW Mini MBA in Management course, additional learning courses on Econsultancy's LMS platform and Horizon Live in The Lawyer
·	Closure of two brands, Really B2B and Design Week, after revenue and profit performance below expectations
·	Strong balance sheet with net cash balance of £9.5m after a return of capital to shareholders paid of £8.9m in ordinary and special dividends

Chief Executive's Statement

This is my fifth Annual Report as CEO of Centaur and I'm pleased with the platform for growth that our ambitious Margin Acceleration Plan 2023 ("MAP23") has provided the Group.

 

The last three years have been characterised by macroeconomic turbulence, sector headwinds and extended impact of Covid-19. Centaur weathered these challenges to deliver significant improvements to the quality of its customers, products and profitability, aligning the business with resilient demand for high-quality business information and digital training services.

 

This year, we succeeded in generating an Adjusted EBITDA margin of 26%, reflecting our focus on higher quality revenue streams and the operational leverage inherent within our business. This exceeded the ambitious profitability target for 2023 set out three years ago of 23% and has been achieved substantially through profitable revenue growth.

 

We are determined to keep driving performance and growth beyond MAP23, strengthening our position as a leading customer-centric business intelligence and learning organisation through organic revenue growth including new product development, and inorganic revenue growth through acquisitions. We look forward to providing more detail after the Group's preliminary results, setting out our vision to deliver the specialist insights our customers need to succeed.

 

Financial performance

 

In 2023, Centaur reported revenue from continuing operations of £37.3m (a reduction of 3% from £38.4m in 2022), and a Group Adjusted EBITDA of £9.7m (up from £8.5m in 2022). It was satisfying to see that the Adjusted EBITDA margin for 2023 was 26% (up from 21% in 2022) which was well ahead of the 23% target that we had set three years ago and more than double the margin of 12% in 2020, when we started our Margin Acceleration Plan.

 

The Group ended the year with net cash of £9.5m, a reduction from £16.0m last year after paying out significant ordinary and special dividends in 2023 totalling £8.9m. I am pleased with the contribution generated from the trust and confidence that our customers have in all of our brands and that we have continued to gain positive momentum over the past twelve months.  

 

Strategic and operational steps have been taken to provide a scalable platform for further organic profitable revenue growth to reinforce the resilience of the business. These include developing our offer for customers, focusing on blue-chip multinational clients, building our pipeline of new business, conducting negotiations with suppliers at a Group level and implementing flexible reward structures to retain and recruit top talent.

 

There has been a slight decrease in employee numbers on 2022, as increases in growth areas were offset by the closure in December of Design Week and ReallyB2B and reductions in other less strategically important areas of the business. We have also reduced our central costs from 2022, along with our related carbon footprint, aided by our move into a smaller London office at the start of 2023 and will continue to control our cost base in 2024. These steps will maintain our operational leverage and ensure that the business is best positioned to withstand any wider macroeconomic uncertainty and build on the achievements of MAP23.

 

Dividends

 

The Group has proposed a final dividend of 1.2 pence per ordinary share to take our total ordinary dividends for 2023 to 1.8 pence, now significantly above the 1.0 pence per share that we have as a de minimis under our dividend policy. In addition to the special dividend of 3.0 pence per share paid in February 2023, a further special dividend of 2.0 pence per share, was paid in March 2023, bringing the total dividends paid out to shareholders during 2023 to £8.9m. The total dividends paid out to shareholders in relation to the whole MAP23 period of 2021 to 2023 will have been 8.9 pence or £12.8m.

 

Operational review

 

Centaur comprises two business units, Xeim and The Lawyer. Xeim forms 78% of our revenue and is focused on the marketing sector across a wide range of industries. The Lawyer is focused on the legal sector and drives the other 22%. Both sectors continue to experience opportunities created from significant disruption, driven by technological advances and artificial intelligence, structural change and globalisation. This gives Centaur substantial competitive advantages to build on the achievements of MAP23 and grow in these sectors.

 

To enable the delivery of MAP23 and improve the quality of revenue streams, Centaur had prioritised investment and resource allocation to the brands that have been identified as key drivers of growth across the two business units. The Lawyer is one of these key brands, while the other three form part of the Xeim portfolio (MW Mini MBA, Econsultancy and Influencer Intelligence).

 

Over the course of MAP23, we made significant progress in developing these key brands and the rest of our brand portfolio. Our aim has been to position each of these for further growth, developing cross-selling opportunities and enhancing their shared capabilities, to enable our customers to deliver better business outcomes through building competitive advantage in their markets.

 

The MW Mini MBA successfully launched its third course in September, the MW Mini MBA in Management, which exceeded expectations with 400 participants. The brand delivered an 8% increase in revenue, although we saw lower volumes on the two main courses, driven by a 23% increase in yield from discount management, price rises at the start of the year and the launch of the third course, which contributed above management expectations. We also launched a new network, open to the alumni of all MW Mini MBA courses, creating an online community to facilitate peer-to-peer connections and opportunities for development. Strengthening the capabilities of the brand was a key focus in the year with the recruitment of a new Managing Director, Tim Plyming, who has joined from the Open University.

 

Econsultancy continued to show its resilience with several large blue-chip multinational contract wins, including Sky, John Lewis Partnership and Jaguar Land Rover. However, Training and Advisory revenue declined - we saw good new customer wins and grew our digital and learning subscription services but suffered overall slower growth due to customer-driven contractual and delivery delays. A continued programme of improvements saw the brand develop its eLearning content on the new platform, including four completely new eCommerce courses, a new Omnichannel course for the Consumer Packaged Goods sector and translation of all eLearning materials into 5 languages. This programme extension built on the developments in 2022 that enabled the business to combine its consultancy and online subscription learning, enhancing the offer to customers. 

 

Influencer Intelligence recorded a small decrease in renewal rates to 84%. Although down from 90% levels in 2022, we were reassured by the momentum built through the year, reaching 87% in H2. Informed by recent insights to the needs of customers, the brand has developed a new product proposition of Discover (the right influencers for you), Evaluate (how they fit with your brand goals), Plan (your activations) and Contact (chosen brand ambassadors).

 

The Lawyer had another year of strong performance with Premium Content revenue growing by 9% due to corporate subscription renewal rates of 108% supported by Signal and Litigation Tracker, its data-driven paid-for products. However, Events revenue of £1.8m was down 11% year-on-year due to shortfalls in sponsorship across several events dampening the overall revenue growth to 1%.

 

In November, we launched Horizon Live, an interactive forum for our senior law firm subscribers to get deeper insights from our content and data in a live environment and saw strong uptake. We added 85 new corporate subscription accounts in 2023, by developing new content for Europe, including our "Passport" newsletter, and new content for law firms outside of the top 100, as well as upgrading single subscriptions to corporate accounts. Further, our podcast has gained good traction in 2023, enabling subscribers to listen to lively debates on the most important issues in the market.

 

Looking at our portfolio of other brands, the strategic decision to close Design Week and Really B2B has sharpened the overall focus of the Group, and the brands that remain add to the customer proposition of Xeim's key brands. Elsewhere, we were pleased with Oystercatchers' success advising customers with agency review and selection, Marketing Week's platform and content development and Festival of Marketing's sold-out October event at The Brewery in London.

 

People

 

A key part of our strategy is ensuring that we have the right people in the right positions to deliver our intended growth. Over the course of 2023, Centaur continued to strengthen its management team. We made several excellent new hires, including Tim Plyming who joined as Managing Director of the Marketing Week Mini MBA, Agata Kreutzinger as Data Director and Nicola Moretti who took over as Chief People Officer following the retirement of Jacquie MacKenzie at the end of the year. 

 

Following the delivery of MAP23, and replacing the existing Centaur Strategy Group, we have set up a new Leadership Forum to focus on the strategy, targets and delivery of the next phase of Centaur's growth.

 

Looking to 2024

 

MAP23 has delivered three years of higher quality revenue, EBITDA and EBITDA margin growth. The increased share of repeatable and higher quality revenue streams from a higher proportion of blue-chip customers has further reinforced the resilience of the Group.

 

The Lawyer will accelerate its penetration of UK and European law firms with new content, a new digital platform for subscribers, the launch of a subscription intelligence service powered by proprietary data and the expansion of face-to-face forums with Horizon Live. This will enable The Lawyer to deliver industry leading sector intelligence in the UK market, as well as the significantly larger opportunities internationally.

 

At Xeim, developing paid content and information via corporate packages, subscriptions and partnerships will remain a strategic priority, alongside our industry leading events. Xeim's brands will enhance their focus on addressing the market demand in the UK creating solutions for the top 200 marketing spend companies and identifying opportunities to provide solutions to blue-chip multinational customers.

 

Alongside these strategic priorities, we will continue to extract value from back-office synergies for Xeim and The Lawyer, across technology, facilities and shared services.

 

Summary

 

I wanted to conclude by reflecting on the progress MAP23 has delivered over the past three years and reiterate my thanks to everyone at Centaur for their hard work and determination in delivering this strategy so successfully. Profitably growing revenue whilst doubling the margins of a Group this size is a considerable achievement and has taken a tremendous team effort - particularly when set against the upheaval that has been experienced through Covid-19 and other macroeconomic uncertainty.

 

As we look to 2024, Centaur remains entirely focused on growth. We want to provide the most advanced and competitive offering in the marketplace - to do that we will continue to build the quality of our expertise, focus on our strategically important revenue streams and adapt to deliver productively and profitably what our customers need and want.

Key Performance Indicators

The Group has set out the following core financial and non-financial metrics to measure the Group's performance. The KPIs are monitored by the Board and the focus on these measures will support the successful implementation of the MAP23 strategy. These indicators are discussed in more detail in the CEO and financial reviews.

KPI		Commentary
Financial
Underlying revenue growth/(decline)1	2023: (3)% 2022: 8%	The growth/(decline) in revenue from continuing operations adjusted, if applicable, to exclude the impact of event timing differences and the revenue contribution arising from acquired or disposed businesses. See Chief Executive Officer's Statement and the Financial Review for explanation of this year's decline.
Adjusted EBITDA margin1	2023: 26% 2022: 21%	Adjusted EBITDA as a percentage of revenue where Adjusted EBITDA is defined as Adjusted operating profit before depreciation and impairment of tangible assets and amortisation and impairment of intangible assets other than those acquired through a business combination. The continued improvement in margin reflects the increase in higher quality revenue streams together with the impact of the Group's operational leverage.
Adjusted diluted EPS1	2023: 4.2 pence 2022: 2.6 pence	Diluted earnings per share calculated using the Adjusted earnings, as set out in note 9 to the financial information. The 62% increase in EPS reflects the increase in post-tax profitability.
Cash conversion1	2023: 80% 2022: 99%	The percentage by which Adjusted operating cash flow covers Adjusted EBITDA as set out in the financial performance review. The cash conversion in 2023 was impacted by adverse movements in working capital compared to the level achieved in 2022.
Non-financial
Attendance at Festival of Marketing	2023: 998 2022: 920	Number of unique delegates attending the Festival of Marketing event in October. This year's event reached the capacity of the venue. The number of paid delegates increased compared to 2022.
Delegates on MW Mini MBA course	2023: 5,709 2022: 6,490	Number of delegates on MW Mini MBA courses. There was a decrease in the number of delegates on the two main courses but 2023 also includes delegates on the new Management course launched in September. Yield per delegate was however significantly higher in 2023.
Xeim customers >£50k	2023: 71 (£10.1m) 2022: 81 (£11.6m)	Number and value of Xeim customers with sales greater than £50,000. The focus on higher value accounts continued in 2023, although reduced revenue from advisory contracts relates to the decrease in the number of higher paying customers. The average value of these accounts was maintained year on year.
Top 250 law firm customers	2023: 149 (£3.4m) 2022: 144 (£3.2m)	Number and value of revenue from top 200 UK law firms and top 50 US law firms. The focus on higher value accounts continued in 2022 with a 24% increase in the average value of these accounts.

¹        See definitions in Financial Review

Performance: Financial Review

Overview

 

2023 marks the final year of our three-year MAP23 strategy, which focused on revenue and profit growth and the achievement of an Adjusted EBITDA margin of 23% in 2023. I am pleased to report that this margin objective was exceeded in 2023, where a 26% Adjusted EBITDA margin has been achieved, more than double the margin of 12% in 2020 which was the base year for the strategy.

 

During the three-year strategy period, the Group has faced challenges posed by the pandemic and wide-ranging economic uncertainties. However, through these challenging times, Centaur has grown continuing revenue by 27% since 2020 and the proportion of higher quality revenue from Premium Content and Training and Advisory has now increased to 80%, compared to 67% at the start of MAP23. The aim of reaching £45m of revenue during MAP23 was not realised due to the closure of two businesses and the drag on growth from non-strategic Recruitment Advertising and Marketing Solutions revenue.

 

During 2023 Centaur has increased its higher quality revenue from Premium Content and Training and Advisory by 3%. However, macroeconomic headwinds impacted the Group's non-strategic revenue, resulting in a decrease in revenue from continuing operations of 3% from 2022.

 

A combination of careful cost management and the proportionally greater contribution from higher quality revenue has contributed to a decrease of 11% in the Group's operating expenses, resulting in Adjusted EBITDA of £9.7m at a 26% margin, up from £8.1m and 21% in 2022.

 

During 2023 the difficult decision was made to close our Really B2B and Design Week businesses, which struggled to maintain their revenue and profitability in an economic downturn. The results of these businesses have been presented in discontinued operations. The Financial Review in this Annual Report focuses on continuing operations, unless otherwise specified.

 

Performance

 

Group

 

Statutory revenue fell by £1.1m to £37.3m in 2023, a decrease of 3%. Xeim decreased 4% whereas The Lawyer increased 1%. Revenue generated from outside the UK remained steady at 38% (2022: 38%) with an increase of 25% in revenue from the Rest of the World offset by decreases in all other regions.

 

Adjusted EBITDA increased by 19% from £8.1m to £9.7m at a margin of 26% (2022: 21%). This improved margin was on slightly decreased revenue, demonstrating the contribution provided by our higher quality revenue streams, resolute cost control and improved efficiencies within the Group.

 

The Group posted an increase of 54% in adjusted operating profit to £7.6m (2022: £4.9m) as a result of the increase in adjusted EBITDA in addition to a lower IFRS 16 depreciation expense since the move to a smaller office in 2023. The Group achieved an adjusted profit after taxation of £6.4m (2022: £3.7m) resulting in an impressive 62% increase in fully diluted adjusted earnings per share to 4.2 pence per share.

 

Despite an increase in EBITDA, a focus on cash management and healthy cash collections from customers, during 2023 net cash balances decreased from £16.0m to £9.5m, most significantly due to ordinary and special dividend payments of £8.9m as well as payment of exceptional costs and lower working capital balances.

 

Xeim

 

Xeim's revenue for 2023 was £28.9m, a decrease of 4% from £30.1m in 2022. Premium Content in 2023 remained flat with modest growth in Econsultancy and Marketing Week offset by slight declines in other brands in a tough environment for both renewals and new business. 

 

Revenue from Training and Advisory showed modest year-on-year growth of 3% as a result of a robust trading performance by Oystercatchers and from a continued increase in MW Mini MBA revenue. Conversely, delays by customers for both engagement and delivery caused a significant year-on-year shortfall for Econsultancy.

 

The planned return to one single physical Festival of Marketing Event in October, after multiple virtual and hybrid events in prior years, caused an expected decline in Events revenue of 18% year-on-year, although as a result of this focus, the October event achieved a 37% increase in revenue.

 

Recruitment Advertising of £0.1m was weak throughout the year and fell 59% from 2022. This has been a long-term non-strategic revenue stream for Xeim and a decision has been made to exit this revenue stream going forward.

 

Marketing Solutions saw a year-on-year decline of 33% with low spend from customers facing an increasingly tough market environment.

 

Xeim posted an Adjusted EBITDA of £9.0m for the year, an increase of 10% from £8.1m in 2022. This was driven by improving revenue margins and a 10% decrease in operating costs.

 

Econsultancy's momentum in 2022 met headwinds in 2023 particularly in Training and Advisory after delays on the customer side, leading to a 14% revenue decline year-on-year. We expect to gain the revenue benefit of these delays in 2024 as we continue to deliver valuable consultancy to our blue-chip international customers. In Premium Content we continue to invest in Econsultancy's blended multi-touch learning strategy to aid the recovery of subscription renewal rates which stand at 72% (2022: 82%) and new business.

 

Influencer Intelligence benefitted in 2022 from the recovery of the retail and fashion industries. In 2023 this improvement plateaued with a small decrease in renewal rates to 84% (2022: 90%), partially upheld by maintaining the performance of new business in line with 2022. The resulting revenue saw a decline of 5% year-on-year.

 

The MW Mini MBA continued to grow with revenue up 8% driven by a 23% yield increase, but total delegate numbers declining by 12%. MW Mini MBA retains excellent Net Promoter Scores of over +65 on all four of the Marketing and Brand course cohorts in 2023 and strong loyalty from recurring corporate customers. A third MW Mini MBA in Management course was launched in 2023, with its first cohort in September seeing 400 delegates and revenue performing well above expectations.

 

Of our other Xeim brands, revenue declined by 6% year-on-year, with slightly lower renewal rates for Fashion Monitor and a decline in Marketing Solutions revenue for both Marketing Week and Creative Review, in addition to the planned reduction to one Festival of Marketing event. These shortfalls were partially offset by an extremely pleasing performance in Oystercatchers which grew revenue by almost 50% as more branded customers reviewed their advertising agencies.

 

During 2023 the difficult decision was made to close our Really B2B and Design Week businesses, which saw lower revenue and profitability in an economic downturn due to the loss of key customers. The results of these businesses have been presented in discontinued operations.

 

The Lawyer

 

Revenue for The Lawyer grew by 1%. Premium Content revenue showed strong growth of 9% primarily from TheLawyer.com corporate subscriptions performance with an impressive renewal rate of 108% (2022: 116%) bolstered by new business more than doubling from 2022. This resulted in the book of business growing by 16% and customer volume by 18%. The renewal rate for Signal remained strong at 97% (2022: 102%) and despite new business being lower than expectations the book of business has grown 9% year-on-year.

 

The Lawyer retains a significant penetration of the top 100 law firms of 91% (2022: 90%) demonstrating the value delivered to our customers and continues to gain penetration into the next tier of top 150 UK law firms.

 

The Lawyer ran a series of successful conferences, roundtables and awards during 2023, although Events revenue of £1.8m was down 11% year-on-year with shortfalls in sponsorship across a number of conference events. Marketing Solutions also had a difficult year with a 25% decline in revenue. Recruitment advertising stayed materially flat year-on-year and although being a non-strategic revenue stream for Centaur as a whole, remains valuable for The Lawyer as a source of connectivity with its audience.

 

This led to a rise in adjusted EBITDA from £3.0m in 2022 to £3.4m in 2023 at a margin of 41%. The underlying business is performing strongly with resilient renewal rates and continued engagement by users indicating how important The Lawyer is to leading law firms and their fee earners.

 

Measurement and non-statutory adjustments

 

The statutory results of the Group are presented in accordance with UK-adopted International Accounting Standards (IFRS). The Group also uses alternative reporting and other non-GAAP measures as explained below and as defined in the table at the end of this section.

 

Adjusting items

 

Adjusted results are not intended to replace statutory results but are prepared to provide a better comparison of the Group's core business performance by removing the impact of certain items from the statutory results. The Directors believe that adjusted results and adjusted earnings per share are the most appropriate way to measure the Group's operational performance because they are comparable to the prior year and consequently management review the results of the Group on an adjusted basis internally.

 

Statutory operating profit from continuing operations reconciles to adjusted operating profit and adjusted EBITDA as follows:

	Note		2023 £m		Re-presented 2022 £m
Statutory operating profit			6.1		3.5
Adjusting items:
Exceptional costs	4		0.3		0.1
Amortisation of acquired intangible assets	11		0.1		0.5
Share-based payments	23		1.1		0.8
Adjusted operating profit			7.6		4.9
Depreciation and amortisation	3		2.1		3.2
Adjusted EBITDA			9.7		8.1
Adjusted EBITDA margin			26%		21%

 

Adjusting items from continuing operations of £1.5m in the year (2022: £1.4m) are comprised as follows:

 

Adjusting Item	Description
Exceptional costs	Exceptional costs of £0.3m relate to strategic restructuring of the Group as it prepares for the next phase of growth following MAP23. In 2022, exceptional costs of £0.1m relate to the office lease termination fee less the gain on remeasurement of the office lease.
Amortisation of acquired intangible assets	Amortisation of acquired intangible assets of £0.1m (2022: £0.5m) has fallen as certain assets have become fully amortised.
Share-based payments	Share-based payments of £1.1m increased in the year due to an additional year of LTIP issuance to members of the Centaur Strategy Group (2022: £0.8m).

 

Segment profit

 

Segmental profit is reported to improve clarity around performance and consists of the gross contribution for the Xeim and The Lawyer Business Units less specific overheads and allocations of the central support teams and overheads that are directly related to each Business Unit. Any costs not attributable to either Xeim or The Lawyer, remain as part of Central costs.

The table below shows the statutory revenue from continuing operations, which is the same as the underlying revenue, for each Business Unit:

				Re-presented1
	Xeim	The Lawyer	Total	Xeim	The Lawyer	Total
	2023 £m	2023 £m	2023 £m	2022 £m	2022 £m	2022 £m
Revenue
Premium Content	10.0	5.2	15.2	10.0	4.7	14.7
Training and Advisory	14.8	-	14.8	14.4	-	14.4
Events	2.1	1.8	3.9	2.6	2.0	4.6
Marketing Solutions	1.9	0.4	2.3	2.9	0.6	3.5
Recruitment Advertising	0.1	1.0	1.1	0.2	1.0	1.2
Total statutory revenue	28.9	8.4	37.3	30.1	8.3	38.4
Revenue growth	(4)%	1%	(3)%

1      See note 1(a) for description of the prior year re-presentation.

 

The table below reconciles the adjusted operating profit/(loss) for each segment to the adjusted EBITDA:

 

						Re-presented1
		Xeim	The Lawyer	Central	Total	Xeim	The Lawyer	Central	Total
		2023 £m	2023 £m	2023 £m	2023 £m	2022 £m	2022 £m	2022 £m	2022 £m
Revenue		28.9	8.4	-	37.3	30.1	8.3	-	38.4
Adjusted net operating expenses		(21.4)	(5.4)	(2.9)	(29.7)	(24.3)	(5.9)	(3.3)	(33.5)
Adjusted operating profit/(loss)		7.5	3.0	(2.9)	7.6	5.8	2.4	(3.3)	4.9
Adjusted operating margin		26%	36%		20%	19%	29%		13%
Depreciation and amortisation		1.5	0.4	0.2	2.1	2.3	0.6	0.3	3.2
Adjusted EBITDA		9.0	3.4	(2.7)	9.7	8.1	3.0	(3.0)	8.1
Adjusted EBITDA margin		31%	40%		26%	27%	36%		21%

¹        See note 1(a) for description of the prior year re-presentation.

 

Net finance costs

 

Net finance costs were £nil (2022: £0.1m). The Group held positive cash balances throughout the year and therefore, in both 2023 and 2022, finance costs mainly relate to the commitment fee payable for the revolving credit facility and interest on lease payments for right-of-use assets. In 2023 this was offset by interest income of £0.3m (2022: £0.1m) on cash and short-term deposits.

 

Taxation

 

A tax charge of £0.8m (2022 re-presented: £0.9m) has been recognised on continuing operations for the year. The adjusted tax charge was £1.2m (2022 re-presented: £1.2m). The Company's profits were taxed in the UK at a blended rate of 23.5% (2022: 19.0%), but the resulting adjusted tax charge is at an effective tax rate of 16% due mainly to a tax credit in respect of prior years of £0.4m on tax losses for which the deferred tax asset has now been recognised at a rate of 25%, being the future rate of tax in the UK from April 2023. See note 7 for a reconciliation between the statutory reported tax charge and the adjusted tax charge.

 

Discontinued operations

 

In 2023, discontinued operations relate to the closure of Really B2B and Design Week due to the economic downturn and loss of key customers. The 2022 comparatives include the re-presentation of Really B2B and Design Week into discontinued operations within the reported statutory results for the Group. See note 8 for further details.

 

	Discontinued	Discontinued	Continuing	As reported
	2023 £m	2022 £m	2022 £m	2022 £m
Revenue	2.0	3.2	38.4	41.6
Adjusted net operating expenses	(2.0)	(2.8)	(33.5)	(36.3)
Adjusted operating profit	-	0.4	4.9	5.3
Adjusting items	(0.5)	(0.1)	(1.3)	(1.4)
Operating (loss)/profit	(0.5)	0.3	3.6	3.9
Net finance costs	-	-	(0.1)	(0.1)
(Loss)/profit before tax	(0.5)	0.3	3.5	3.8
Taxation	-	(0.1)	(0.9)	(1.0)
(Loss)/profit after tax	(0.5)	0.2	2.6	2.8

 

Earnings per share

 

The Group has delivered adjusted diluted earnings per share for the year of 4.2 pence (2022: 2.6 pence). Diluted earnings per share for the year were 3.2 pence (2022: 1.8 pence). Full details of the earnings per share calculations can be found in note 9 to the financial information.

 

Dividends

 

Under the Group's dividend policy, Centaur targets a pay-out ratio of 40% of adjusted retained earnings, subject to a minimum dividend of 1.0 pence per share per annum.

 

Therefore, the Group has proposed a final dividend of 1.2 pence per ordinary share in respect of 2023. This brings the total ordinary dividends relating to 2023 to 1.8 pence (2022: 1.1 pence) per ordinary share, the second year in a row that we will have paid above the 1.0 pence per share minimum due to the increasing profitability of the Group.

 

The final ordinary dividend is subject to shareholder approval at the Annual General Meeting and, if approved, will be paid on 24 May 2024 to all ordinary shareholders on the register at the close of business on 10 May 2024.

 

Cash flow

 

	2023 £m	2022 £m
Adjusted operating profit	7.6	5.3
Depreciation and amortisation	2.1	3.2
Movement in working capital	(1.9)	(0.1)
Adjusted operating cash flow	7.8	8.4
Capital expenditure	(2.1)	(1.4)
Cash impact of adjusting items	(0.5)	(0.2)
Taxation	(1.6)	-
Repayment of lease obligations and net interest paid	(0.8)	(1.9)
Free cash flow	2.8	4.9
Purchase of own shares and payments on share options exercised	(0.4)	(0.6)
Dividends paid to Company's shareholders	(8.9)	(1.4)
(Decrease)/increase in net cash1	(6.5)	2.9
Opening net cash1	16.0	13.1
Closing net cash1	9.5	16.0
Cash conversion	80%	99%

¹        Net cash is the total of cash and cash equivalents and short-term deposits.

 

Adjusted operating cash flow is not a measure defined by IFRS. Centaur defines adjusted operating cash flow as cash flow from operations excluding the impact of adjusting items. 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 and includes the Group's management of capital expenditure. A reconciliation between cash flow from operations and adjusted operating cash flow is shown in note 1(b) to the financial information.

 

The cash conversion of 80% (2022: 99%) has been adjusted to exclude these one-off items. The cash conversion in 2023 decreased from historical levels as a result of negative working capital movements for lower accrued costs, lower deferred revenue balances and the timing of cash payments, although the conversion rate is expected to return to normal historical levels going forward. Over the MAP23 period, Centaur has generated £14.2m of free cash flow with a cash conversion rate of 109%.

 

Financing and bank covenants

 

On 16 March 2021 the Group signed a revolving credit facility with NatWest which allows the Group to borrow up to £10m and has a three-year duration with the option of two further one-year periods. On 5 December 2022, management exercised the option to extend for the first further one-year period. On 19 February 2024, management exercised the option to extend for the second further one-year period until 31 March 2026. The Group has not drawn down any borrowings under the facility.

 

Balance sheet

 

	2023 £m	2022 £m
Goodwill and other intangible assets	44.7	43.8
Property, plant and equipment	2.2	0.4
Deferred taxation	1.9	1.6
Deferred income	(8.4)	(8.9)
Other current assets and liabilities	(4.0)	(4.1)
Non-current assets and liabilities	(0.8)	-
Net assets before cash	35.6	32.8
Net cash1	9.5	16.0
Net assets	45.1	48.8

¹        Net cash is the total of cash and cash equivalents and short-term deposits.

 

Goodwill and other intangibles have increased by £0.9m as a result of investment in capital expenditure to support profitable revenue growth initiatives. Property, plant and equipment has increase by £1.8m predominantly due to the cessation of the previous property lease on 31 December 2022 meaning the right-of-use asset was disposed of, with the right-of-use asset for the new lease being recognised on 1 January 2023.

 

Deferred income has decreased by £0.5m mainly as a result of slower renewals and new business on premium content subscriptions. Other current and non-current liabilities have increased by £0.7m predominately due to the recognition of the new lease liability on 1 January 2023.

 

Going concern

 

After due consideration, as required under IAS 1 Presentation of Financial Statements, of the Group's forecasts for at least twelve months from the date of this report and the effectiveness of risk management processes, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in the preparation of the consolidated financial information for the year ended 31 December 2023.

 

As detailed under the Risk Management section, the Directors have assessed the viability of the Group over a three-year and nine-month period to December 2027 and the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over that period.

 

Conclusion

 

Centaur has exceeded its adjusted EBITDA margin objective set out under MAP23 for 2023, despite a difficult trading environment for revenue growth. The culmination of our three-year Margin Acceleration Plan strategy sees Centaur with a solid platform for future growth, a very high proportion of higher quality revenue, a controlled cost base, effective cash management and efficient processes. The next stage of Centaur's journey to become a customer-centric business intelligence and learning organisation is about to get under way and we look forward to providing more detail on this following the preliminary results.

 

Alternative performance measures

 

Measure	Definition
Adjusted EBITDA	Adjusted operating profit before depreciation and impairment of tangible assets and amortisation and impairment of intangible assets other than those acquired through a business combination.
Adjusted EBITDA margin	Adjusted EBITDA as a percentage of revenue.
Adjusted EPS	EPS calculated using adjusted profit for the period.
Adjusting items	Items as set out in the statement of consolidated income and notes 1(b) and 4 of the financial information including exceptional items, amortisation of acquired intangible assets, profit/(loss) on disposal of assets, share-based payment expense, volatile items predominantly relating to investment activities and other separately reported items.
Adjusted net operating expenses	Net operating expenses excluding adjusting items.
Adjusted operating profit	Operating profit excluding adjusting items.
Adjusted profit before tax	Profit before tax excluding adjusting items.
Adjusted retained earnings	Profit for the year excluding adjusting items.
Adjusted tax charge	Tax charge excluding the tax charge on adjusted items.
Cash conversion	Adjusted operating cash flow (excluding any one-off significant cash flows) / adjusted EBITDA.
Exceptional items	Items where the nature of the item, or its magnitude, is material and likely to be non-recurring in nature as shown in note 4.
Free cash flow	Increase/decrease in cash for the year before the impact of debt, acquisitions, disposals, dividends and share repurchases.
Net cash	The total of cash and cash equivalents and short-term deposits.
Segment profit	Adjusted operating profit of a segment after allocation of centrally managed overheads that are directly related to each segment or business unit.
Underlying revenue	Statutory revenue adjusted to exclude the impact of revenue arising from acquired businesses, disposed businesses that do not meet the definition of discontinued operations per IFRS 5, and closed business lines ("excluded revenue").

 

Risk Management

 

Risk management approach

 

The Board has overall responsibility for the effectiveness of the Group's system of risk management and internal controls, and these are regularly monitored by the Audit Committee.

 

The Executive Committee, Company Secretary and the Head of Legal are responsible for identifying, managing and monitoring material and emerging risks in each area of the business and for regularly reviewing and updating the risk register, as well as reporting to the Audit Committee in relation to risks, mitigations and controls. As the Group operates principally from one office and with relatively flat management reporting lines, members of the Executive Committee are closely involved in day-to-day matters and are able to identify areas of increasing risk quickly and respond accordingly.

 

The responsibility for each risk identified is assigned to a member of the Executive Committee. The Audit Committee considers risk management and controls regularly and the Board formally considers risks to the Group's strategy and plans as well as the risk management process as part of its strategic review.

 

The risk register is the core element of the Group's risk management process. The register is maintained by the Company Secretary with input from the Executive Committee and the Head of Legal. The Executive Committee initially identifies the material risks and emerging risks facing the Group and then collectively assesses the severity of each risk (by ranking both the likelihood of its occurrence and its potential impact on the business) and the related mitigating controls.

 

As part of its risk management processes, the Board considers both strategic and operational risks, as well as its risk appetite in terms of the tolerance level it is willing to accept in relation to each principal risk, which is recorded in the Company's risk register. This approach recognises that risk cannot always be eliminated at an acceptable cost and that there are some risks which the Board will, after due and careful consideration, choose to accept.

 

The Group's risk register, its method of preparation and the operation of the key controls in the Group's system of internal control are regularly reviewed and overseen by the Audit Committee with reference to the Group's strategic aims and its operating environment. The register is also reviewed and considered by the Board.

 

As part of the ongoing enhancement of the Group's risk monitoring activities, we reviewed and updated the procedures by which we evaluate principal risks and uncertainties during the year including the consideration of climate-related risks as described in the ESG report.

 

Principal risks

 

The Group's risk register currently includes operational and strategic risks. The principal risks faced by the Group in 2023, taken from the register, together with the potential effects and mitigating factors, are set out below. The Directors confirm that they have undertaken a robust assessment of the principal and emerging risks facing the Group. Financial risks are shown in note 26 to the financial information.

 

Rank	Risk	Description of risk and impact	Risk mitigation/control procedure	Movement in risk
1	Sensitivity to UK/sector economic conditions.	The world economy has been severely impacted by the Covid-19 pandemic, the conflict in Ukraine and the resulting impact with inflation having peaked at over 10% and UK interest rates over 5%.  In addition, the UK economy has not been growing. The Group continues to have sensitivity to UK/sector volatility and economic conditions. The impact has been acute on some of Centaur's target market segments and corporate marketing budgets. The likelihood of ongoing volatility in 2024 is expected to be high despite lowering inflation rates and there are varying views as to the timing and extent of any recovery.	We will mitigate the risk relating to our customers by adapting content to help them manage in the economic environment, focus on adding value to our subscription and eLearning products and improving user experience and customer service to protect renewal rates and new business.  We will also continue to manage our cost base and utilise technology such as AI and machine learning to improve our cost effectiveness. Centaur continues to increase international organic growth to mitigate this risk.  We are also increasing our focus targeting larger scale multinational businesses which have a more diversified risk profile. Many of the Group's products are market-leading in their respective sectors and are an integral part of our customers' operational processes, which mitigates the risk of reduced demand for our products. The Group regularly reviews the political and economic conditions and forecasts for UK, including specific risks such as inflation, to assess whether changes to its product offerings or pricing structures are necessary.	The Board considers this risk to  be broadly the same as for the prior year.

 

	Rank	Risk	Description of risk and impact	Risk mitigation/control procedure	Movement in risk
2		Failure to achieve a high growth performance culture.  The risk that Centaur is unable to attract, develop and retain an appropriately skilled, diverse and responsible workforce and leadership team, and maintain a healthy culture which encourages and supports ethical high-performance behaviours and decision-making. Difficulties in recruiting and retaining staff could lead to loss of key senior staff.	Having completed the MAP23 strategy, Centaur's continued success depends on growing the business. In order to do this, it depends in large part on its ability to recruit, motivate and retain high quality experienced and qualified employees in the face of often intense competition from other companies, especially in London. Investment in training, development and pay awards needs to be compelling but will be challenging in the current economic and operating climate. Implementing a diverse and inclusive working environment that allows for agile and remote delivery is necessary to keep the workforce engaged. It is also required for a flexible hybrid working model. Staff churn (a challenge for many companies in our sector) has been at lower levels during 2023, but we are continuing to improve our policies and practices. Developing the future business strategy beyond MAP23 and changes required in skill set and culture are challenging and costly.	In January 2024, we are launching a refreshed approach to objective setting and managing performance. Colleagues will agree a personal development plan and annual objectives with their manager, linked to Centaur's overall 2024 objectives. Colleagues will have regular check ins with their manager to ensure they are on track to clarify accountabilities, provide focus and build a high growth performance culture. There continues to be a significant focus on employee communication including weekly updates, all company town hall and Q&A meetings and staff welfare calls. Over the course of Q4 2023, the CSG and DICE have worked together to develop Centaur's values. These will be launched in January 2024. The values will be included in the new performance management process and embedded in our culture. We regularly review measures aimed at improving our ability to recruit, onboard and retain employees. We continue to focus on bringing in higher quality employees to replace leavers or in new roles to enhance our strategy particularly in areas such as marketing, technology and data analytics. We track employee engagement through weekly "check-ins" via our ENGAGE system to gauge colleague sentiment and gain an understanding of key risks or challenges. DICE has helped to drive forward initiatives relating to diversity and inclusion, through communication and social functions. This is sponsored by the CEO and a Non-Executive Director and chaired by the CPO. The CEO has held employee breakfasts with the objective of generating a continuous performance improvement culture within the Group. This has identified six continuous improvement projects which have delivered process improvements in 2023. This will continue in 2024. An annual review ensures staff flight risks and training needs are identified with a focus on reward and development areas. All London based staff continue to be paid at or above the London Living Wage. Our HR team hold exit interviews for all leavers to identify and resolve areas of concern.		The Board considers this risk to be broadly the same as the prior year.

 

Rank	Risk	Description of risk and impact	Risk mitigation/control procedure	Movement in risk
3	Fraudulent or accidental breach of our IT network, major systems failure or ineffective operation of IT and data management systems leads to loss, theft, or misuse of financial assets, proprietary or sensitive information and / or inoperative core products, services, or business functions	Centaur relies on its IT network to conduct its operations. The IT network is at risk of a serious systems failure or breach of its security controls due to a deliberate or fraudulent cyber-attack or unintentional event and may include third parties gaining unauthorised access to Centaur's IT network and systems. This could result in misappropriation of its financial assets, proprietary or sensitive information (including personal data or confidential information), corruption of data or operational disruption, such as unavailability of our websites, our users' digital products and support platforms with disruption to our revenue collection activities. Centaur could incur significant costs and suffer negative consequences as a result of this, such as remediation costs (including liability for stolen assets or information, and repair of any damage caused to Centaur's IT network infrastructure and systems) as well as reputational damage and loss of investor confidence resulting from any operational disruption. A serious occurrence of a loss, theft or misuse of personal data could also result in a breach of data protection requirements and the effects of this. See Risk 4: Regulatory compliance.	Appropriate IT security and related controls are in place for all key processes to keep the IT environment safe and monitor our network systems and data. Centaur has invested significantly in its IT systems and, where services are outsourced to suppliers, contingency planning is carried out to mitigate risk of supplier failure. Centaur continues to develop its CRM, e-commerce and finance systems and has removed a number of legacy systems in recent years reducing the Group's cyber risk. To improve staff awareness, Centaur continues to train staff on cyber security and phishing with regular testing and online learning.  Centaur has a business continuity plan which includes its IT systems and there is daily, overnight back-up of data, stored off-site. Websites are hosted by specialist third-party providers who typically provide warranties relating to security standards. All of our websites are hosted on a secure platform which is cloud hosted and databases have been cleansed and upgraded. The Data Director ensures that rigorous controls are in place to ensure that warehouse data can only be downloaded by the data team. Integration of the warehouse with current databases and data captured and stored elsewhere is ongoing. In an ever-increasing sophisticated environment of Cyber incidents, Centaur has significantly improved protection, creating a dedicated cross-technology cyber workgroup to review processes, systems and access. As a result, Centaur has strengthened access across all critical systems and improved monitoring. In addition, Centaur has been externally audited and certified ISO/IEC 27001:2013 "Information Security Management". Given the advanced nature and complexity of Cyber incidents, security is kept under constant review. Please see risk 4: Regulatory compliance for specific mitigations relating to the security of personal data and GDPR compliance.	The Board considers this risk to be broadly the same as the prior year.

 

Rank	Risk	Description of risk and impact	Risk mitigation/control procedure	Movement in risk
4	Regulatory compliance (GDPR, PECR and other similar legislation) includes strict requirements regarding how Centaur handles personal data, including that of customers. There is the risk of a fine from the ICO, third party claims, as well as reputational damage if we do not comply.	Centaur has strict requirements in respect of its handling of personal data under UK General Data Protection Regulation ('GDPR'), the Data Protection Act 2018 ('DPA'), the Privacy and Electronic Communications Regulations ('PECR') and related law and regulation ('Data Protection Law').   Centaur's obligations under Data Protection Law are continuously evolving meaning this area requires ongoing focus. PECR includes specific obligations for businesses like Centaur regarding how they conduct electronic marketing calls, emails, texts and use cookies and similar technologies, among other things. In the event of a serious breach of the GDPR and / or PECR, Centaur could be subject to a significant fine from the regulator, the ICO and claims from third parties, including customers, as well as reputational damage. The maximum fines for breaches are £17.5 million (GDPR) and £500,000 (PECR) respectively and directors can be liable for serious breaches of PECR's marketing rules. Other countries and jurisdictions worldwide have their own laws relating to data and privacy. Where Centaur is required to comply with the laws in non-UK jurisdictions there is a risk that Centaur may not be compliant with all such laws and could therefore be subject to regulatory action and fines from the relevant regulators and data subjects. ICO guidance relating to use of cookies, and further changes to the laws relating to data privacy, ad tech and electronic marketing expected in the future, will further increase the regulatory burden for businesses like Centaur and the requirements in this regard will need to be kept under review.	Centaur has taken a wide range of measures aimed at complying with the key aspects of GDPR, DPA and PECR. The Data Compliance Committee (overseen by the CFO) monitors Centaur's ongoing compliance with data protection laws. Staff are required to undertake online data protection awareness and data security awareness training annually. Centaur has appointed a DPO (Wiggin LLP) to oversee its compliance with data protection laws. Further, Centaur's in-house legal team keeps abreast of material developments in data protection law and regulation and advice from external law firms is sought where appropriate.  Given the increasingly global nature of our business and our customers Centaur's approach to complying with data protection laws in other jurisdictions is kept under review.	The Board considers this risk to be broadly the same as the prior year.

 

Viability Statement

 

In accordance with provision 31 of the UK Corporate Governance Code 2018, the Directors have assessed the viability of the Group over a three-year and nine-month period from signing of this Annual Report to December 2027, taking account of the Group's current position, the Group's strategy, the Board's risk appetite and, as documented above, the principal risks facing the Group and how these are managed. Based on the results of this analysis, the Directors have a reasonable expectation that the Group and the Company will be able to continue in operation and meet its liabilities as they fall due over the period to December 2027.

 

The Board has determined that the three-year and nine-month period to December 2027 is an appropriate period over which to provide its viability statement because the Board's financial planning horizon covers a four-year period. In making their assessment, the Directors have taken account of the Group's £10m three-year revolving credit facility (which allows extensions to March 2026 on similar terms), cash flows, dividend cover and other key financial ratios over the period.

 

The covenants of the facility require a minimum interest cover ratio of 4 and net leverage not exceeding 2.5 times. In the calculation of net leverage Adjusted EBITDA excludes the impact of IFRS 16. The Group is not expected to breach any of these covenants in any of the scenarios run for the viability statement and is not forecasting that the facility will be utilised during the viability period.

 

The base scenario uses a four-year forecast to December 2027. The four-year forecast was built, bottom-up from the budget for 2024 together with appropriate growth factors for 2025 to 2027.

 

The metrics in the base case are subject to stress testing which involves sensitising key assumptions underlying the forecasts both individually and in unison. The key sensitivity is on Adjusted EBITDA which is the primary driver of performance in the viability assessment. This sensitised scenario assumes that Adjusted EBITDA is lowered by 10% in every period that the viability statement covers.

 

In both the base case and sensitised scenarios, the Group would not be required to rely on the revolving credit facility in order to fund its daily operations. Sensitising the model for changes in the assumptions and risks affirmed that the Group and the Company would remain viable over the three-year and nine-month period to December 2027.

 

Going concern basis of accounting

 

In accordance with provision 30 of the UK Corporate Governance Code 2018, the Directors' statement as to whether they consider it appropriate to adopt the going concern basis of accounting in preparing the financial information and their identification of any material uncertainties, including the principal risks outlined above, to the Group's ability to continue to do so over a period of at least twelve months from the date of approval of the financial information and for the foreseeable future, being the period as discussed in the viability statement above.

 

Statement of Directors' Responsibilities in respect of the financial information

 

The Directors are responsible for preparing the Annual Report and the financial information in accordance with applicable law and regulation.

 

Company law requires the Directors to prepare financial information for each financial year. Therefore, the Directors have prepared the Group financial information in accordance with UK-adopted International Accounting Standards (IFRS) and Company financial information in accordance with IFRS. Under company law the Directors must not approve the financial information unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial information, the Directors are required to:

 

·	select suitable accounting policies and then apply them consistently;
·	state whether applicable IFRS have been followed for the Group financial information and applicable IFRS have been followed for the Company financial information, subject to any material departures disclosed and explained in the financial information;
·	make judgements and accounting estimates that are reasonable and prudent; and
·	prepare the financial information on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

 

The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial information and the Directors' Remuneration Report comply with the Companies Act 2006.

 

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.

 

Directors' confirmations

 

The Directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company's position and performance, business model and strategy.

 

Each of the Directors, whose names and functions are listed in the Governance Report confirm that, to the best of their knowledge:

 

·	the Company financial information, which have been prepared in accordance with UK-adopted IASs, give a true and fair view of the assets, liabilities, financial position and result of the Company;
·	the Group financial information, which have been prepared in accordance with UK-adopted IASs, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
·	the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

 

In the case of each Director in office at the date the Directors' Report is approved:

·	so far as the Director is aware, there is no relevant audit information of which the Group and Company's auditors are unaware; and
·	they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company's auditors are aware of that information.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2023

	Note	Adjusted Results1 2023 £'000	Adjusting Items1 2023 £'000	Statutory Results 2023 £'000	Re-presented2 Adjusted Results1 2022 £'000	Re-presented2 Adjusting Items1 2022 £'000	Re-presented2 Statutory Results 2022 £'000
Continuing operations
Revenue	2	37,329	-	37,329	38,384	-	38,384
Net operating expenses	3	(29,725)	(1,491)	(31,216)	(33,441)	(1,388)	(34,829)
Operating profit / (loss)		7,604	(1,491)	6,113	4,943	(1,388)	3,555
Finance income	6	266	-	266	85	-	85
Finance costs	6	(245)	-	(245)	(158)	-	(158)
Net finance income / (costs)		21	-	21	(73)	-	(73)
Profit / (loss) before tax		7,625	(1,491)	6,134	4,870	(1,388)	3,482
Taxation	7	(1,217)	410	(807)	(1,194)	264	(930)
Profit / (loss) for the year from continuing operations		6,408	(1,081)	5,327	3,676	(1,124)	2,552
Discontinued operations
(Loss) / profit for the year from discontinued operations after tax	8	(63)	(414)	(477)	273	(25)	248
Profit / (loss) for the year attributable to owners of the parent		6,345	(1,495)	4,850	3,949	(1,149)	2,800
Total comprehensive income / (loss) attributable to owners of the parent		6,345	(1,495)	4,850	3,949	(1,149)	2,800
Earnings / (loss) per share attributable to owners of the parent	9
Basic from continuing operations		4.4p	(0.7p)	3.7p	2.6p	(0.8p)	1.8p
Basic from discontinued operations		-	(0.3p)	(0.3p)	0.1p	-	0.1p
Basic		4.4p	(1.0p)	3.4p	2.7p	(0.8p)	1.9p
Fully diluted from continuing operations		4.2p	(0.7p)	3.5p	2.5p	(0.8p)	1.7p
Fully diluted from discontinued operations		-	(0.3p)	(0.3p)	0.1p	-	0.1p
Fully diluted		4.2p	(1.0p)	3.2p	2.6p	(0.8p)	1.8p

¹ Adjusted results exclude adjusting items, as detailed in note 1(b).

² See note 1(a) for description of the prior year re-presentation.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2023

Attributable to owners of the Company

	Note	Share capital £'000	Own shares £'000	Share premium £'000	Reserve for shares to be issued £'000	Deferred shares £'000	Foreign currency reserve £'000	Retained earnings £'000	Total equity £'000
At 1 January 2022		15,141	(5,471)	1,101	471	80	143	35,643	47,108
Profit for the year and total comprehensive income		-	-	-	-	-	-	2,800	2,800
Currency translation adjustment		-	-	-	-	-	1	-	1
Transactions with owners in their capacity as owners:
Dividends	24	-	-	-	-	-	-	(1,436)	(1,436)
Purchase of own shares	23	-	(604)	-	-	-	-	-	(604)
Exercise of share awards	22,23	-	212	-	(54)	-	-	(158)	-
Lapsed share awards	23	-	-	-	(14)	-	-	14	-
Fair value of employee services	23	-	-	-	724	-	-	-	724
Tax on share-based payments	14	-	-	-	-	-	-	233	233
As at 31 December 2022		15,141	(5,863)	1,101	1,127	80	144	37,096	48,826
Profit for the year and total comprehensive income		-	-	-	-	-	-	4,850	4,850
Currency translation adjustment		-	-	-	-	-	(17)	-	(17)
Transactions with owners in their capacity as owners:
Dividends	24	-	-	-	-	-	-	(8,916)	(8,916)
Purchase of own shares	23	-	(322)	-	-	-	-	-	(322)
Exercise of share awards	22,23	-	1,276	-	(396)	-	-	(880)	-
Fair value of employee services	23	-	-	-	939	-	-	-	939
Tax on share-based payments	14	-	-	-	-	-	-	(292)	(292)
As at 31 December 2023		15,141	(4,909)	1,101	1,670	80	127	31,858	45,068

 

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2023

Attributable to owners of the Company

	Note	Share capital £'000	Own shares £'000	Share premium £'000	Reserve for shares to be issued £'000	Deferred shares £'000	Retained earnings £'000	Total equity £'000
At 1 January 2022		15,141	(4,135)	1,101	471	80	24,149	36,807
Loss for the year and total comprehensive loss		-	-	-	-	-	(4,619)	(4,619)
Transactions with owners in their capacity as owners:
Dividends	24	-	-	-	-	-	(1,436)	(1,436)
Exercise of share awards	23	-	-	-	(54)	-	(27)	(81)
Lapsed share awards	23	-	-	-	(14)	-	14	-
Fair value of employee services	23	-	-	-	724	-	-	724
Tax on share-based payments	14	-	-	-	-	-	101	101
As at 31 December 2022		15,141	(4,135)	1,101	1,127	80	18,182	31,496
Loss for the year and total comprehensive loss		-	-	-	-	-	(4,521)	(4,521)
Transactions with owners in their capacity as owners:
Dividends	24	-	-	-	-	-	(8,916)	(8,916)
Exercise of share awards	23	-	-	-	(396)	-	(312)	(708)
Fair value of employee services	23	-	-	-	939	-	-	939
Tax on share-based payments	14	-	-	-	-	-	(159)	(159)
As at 31 December 2023		15,141	(4,135)	1,101	1,670	80	4,274	18,131

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2023

Registered number 04948078

	Note	31 December 2023 £'000	31 December 2022 £'000
Non-current assets
Goodwill	10	41,162	41,162
Other intangible assets	11	3,522	2,611
Property, plant and equipment	12	2,226	387
Deferred tax assets	14	2,177	1,673
Other receivables	15	166	27
		49,253	45,860
Current assets
Trade and other receivables	15	5,089	5,357
Cash and cash equivalents	16	1,996	7,501
Short-term deposits	17	7,500	8,500
Current tax assets	21	379	165
		14,964	21,523
Total assets		64,217	67,383
Current liabilities
Trade and other payables	18	(8,589)	(9,652)
Lease liabilities	19	(952)	-
Deferred income	20	(8,352)	(8,885)
		(17,893)	(18,537)
Net current (liabilities) / assets		(2,929)	2,986
Non-current liabilities
Lease liabilities	19	(1,025)	-
Deferred tax liabilities	14	(231)	(20)
		(1,256)	(20)
Net assets		45,068	48,826
Capital and reserves attributable to owners of the Company
Share capital	22	15,141	15,141
Own shares		(4,909)	(5,863)
Share premium		1,101	1,101
Other reserves		1,750	1,207
Foreign currency reserve		127	144
Retained earnings		31,858	37,096
Total equity		45,068	48,826

 

COMPANY STATEMENT OF FINANCIAL POSITION

as at 31 December 2023

Registered number 04948078

	Note	31 December 2023 £'000	31 December 2022 £'000
Non-current assets
Investments	13	66,081	65,529
Deferred tax assets	14	1,082	375
Other receivables	15	879	1,225
		68,042	67,129
Current assets
Trade and other receivables	15	136	136
		136	136
Total assets		68,178	67,265
Current liabilities
Trade and other payables	18	(50,047)	(35,769)
		(50,047)	(35,769)
Net current liabilities		(49,911)	(35,633)
Net assets		18,131	31,496
Capital and reserves attributable to owners of the Company
Share capital	22	15,141	15,141
Own shares		(4,135)	(4,135)
Share premium		1,101	1,101
Other reserves		1,750	1,207
Retained earnings		4,274	18,182
Total equity		18,131	31,496

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in this financial information. The Company's loss for the year was £4,521,000 (2022: loss of £4,619,000).

 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2023

	Note	2023 £'000	2022 £'000
Cash flows from operating activities
Cash generated from operations	25	7,303	8,402
Tax paid	7	(1,589)	(30)
Interest paid	6	(50)	-
Net refund of lease deposit	19	116	-
Net cash generated from operating activities		5,780	8,372
Cash flows from investing activities
Purchase of property, plant and equipment	12	(111)	(284)
Purchase of intangible assets	11	(1,944)	(1,073)
Interest received	6	220	63
Investment in short-term deposits	17	1,000	(8,500)
Net cash flows used in investing activities		(835)	(9,794)
Cash flows from financing activities
Finance costs paid	6	(73)	(71)
Repayment of obligations under lease	19	(973)	(1,921)
Termination of lease	19	-	(243)
Purchase of own shares	22	(322)	(604)
Share options exercised	23	(97)	-
Dividends paid to Company's shareholders	24	(8,916)	(1,436)
Extension fee on revolving credit facility	25	(20)	-
Net cash flows used in financing activities		(10,401)	(4,275)
Net decrease in cash and cash equivalents		(5,456)	(5,697)
Cash and cash equivalents at beginning of the year		7,501	13,065
Effects of foreign currency exchange rate changes		(49)	133
Cash and cash equivalents at end of the year	16	1,996	7,501

 

COMPANY CASH FLOW STATEMENT

for the year ended 31 December 2023

	Note	2023 £'000	2022 £'000
Cash flows from operating activities
Cash generated from operating activities	25	9,085	1,507
Cash flows from financing activities
Finance costs paid	6	(73)	(71)
Share options exercised	23	(76)	-
Dividends paid to Company's shareholders	24	(8,916)	(1,436)
Extension fee on revolving credit facility	25	(20)	-
Net cash flows used in financing activities		(9,085)	(1,507)
Net increase in cash and cash equivalents		-	-
Cash and cash equivalents at beginning of the year		-	-
Cash and cash equivalents at end of the year	16	-	-

 

NOTES TO THE FINANCIAL INFORMATION

1 Summary of material accounting policies

The principal accounting policies adopted in the preparation of these consolidated and Company financial information are set out below. These policies have been consistently applied to all of the periods presented, unless otherwise stated. The financial information is for the Group consisting of Centaur Media Plc and its subsidiaries, and the Company, Centaur Media Plc. Centaur Media Plc is a public company limited by shares and incorporated in England and Wales.

(a) Basis of preparation

The financial information in this preliminary announcement has been extracted from the audited Group Financial Statements for the year ended 31 December 2023 and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group Financial Statements for 2022 were delivered to the registrar of companies, and those for 2023 will be delivered in due course. The auditor's report on the Group Financial Statements for 2022 and 2023 were both unqualified and unmodified. The auditors' report was signed on 12 March 2024. The Group Financial Statements and this preliminary announcement were approved by the Board of Directors on 12 March 2024.

The consolidated and Company financial information has been prepared in accordance with UK-adopted International Accounting Standards (IFRS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial information has been prepared on a historical cost basis except where stated otherwise within the accounting policies.

In preparing the consolidated and Company financial information management has considered the impact of climate change, taking into account the relevant disclosures in the Strategic Report, including those made in accordance with the recommendations of the Taskforce on Climate-related Financial Disclosures. This included an assessment of assets with indefinite and long lives as well as impairment assessments of CGUs (including forecasted cash flows), and how they could be impacted by measures taken to address global warming. Recognising that the environmental impact of the Group's operations, and the use of the Group's services, is relatively low, no issues were identified that would impact the carrying values of such assets or have any other impact on the financial information.

Going concern

The financial information has been prepared on a going concern basis. The Directors have carefully assessed the Group's ability to continue trading and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for at least twelve months from the date of approval of this financial information and for the foreseeable future, being the period in the viability statement.

At 31 December 2023, the Group had cash and cash equivalents of £1,996,000 (2022: £7,501,000) and short-term deposits of £7,500,000 (2022: £8,500,000). Since March 2021, the Group has had a multi-currency revolving credit facility with NatWest. The facility consists of a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group's working capital and general corporate needs. In February 2024, the Group took the option to extend the facility for one year and the facility now runs to 31 March 2026. £nil of this was drawn down at 31 December 2023.

The Group has net current liabilities at 31 December 2023 amounting to £2,929,000 (2022: net current assets £2,986,000). The net current liability position primarily arose from its normal high levels of deferred income relating to performance obligations to be delivered in the future rather than an inability to service its liabilities. In the prior year, there were the normal high levels of deferred income, however the higher levels of net cash in 2022 of £16,001,000 (note 1(b)) and the termination of a property lease resulting in nil lease liabilities at the balance sheet date resulted in achieving a net current asset position. A lease agreement for new office space was signed during the prior year, with a commencement date of 1 January 2023, and has been recognised in lease liabilities as at 31 December 2023. An assessment of cash flows for the next four financial years, which has taken into account the factors described above, has indicated an expected level of cash generation which would be sufficient to allow the Group to fully satisfy its working capital requirements and the guarantee given in respect of its UK subsidiaries, to cover all principal areas of expenditure, including maintenance, capital expenditure and taxation during this year, and to meet the financial covenants under the revolving credit facility. The Company has net current liabilities at 31 December 2023 amounting to £49,911,000 (2022: £35,633,000). In both the current and prior year, these almost entirely arose from unsecured payables to subsidiaries which have no fixed date of repayment.

The preparation of financial information in accordance with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial information and the reported amounts of revenue and expenses during the year. Although these estimates are based on management's best knowledge of the amount, events or actions, the actual results may ultimately differ from those estimates.

Having assessed the principal risks and the other matters discussed in connection with the Viability Statement which considers the Group and Company's viability over a three-year period to March 2027, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing both the consolidated financial information of the Group and the financial information of the Company.

New and amended standards adopted by the Group

The Group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2023:

·	Disclosure of Accounting Policies - amendments to IAS 1 and IFRS Practice Statement 2;
·	Definition of Accounting Estimates - amendments to IAS 8; and
·	Deferred Tax related to Assets and Liabilities arising from a Single Transaction - amendments to IAS 12.

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future period.

New standards and interpretations not yet adopted

Certain amendments to accounting standards have been published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted by the group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

 

Prior year re-presentation

Discontinued operations

Where the requirements of IFRS 5 have been met, the operational results of closed brands have been presented in discontinued operations in the current period and re-presented as discontinued in the comparative period. See note 8 for more details.

 

(b) 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 measures used are explained and reconciled to their IFRS statutory headings below.

Adjusted operating profit and adjusted earnings per share

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 costs - 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 information to better understand the results of the core operations of the Group. Details of exceptional items are shown in note 4.
·	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 acquired intangible assets are shown in note 11.
·	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 23.
·	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 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, calculated using the standard rate of corporation tax. See note 7 for a reconciliation between reported and adjusted tax charges.

Further details of adjusting items are included in note 4. A reconciliation between adjusted and statutory earnings per share measures is shown in note 9.

Profit before tax reconciles to adjusted operating profit as follows:

		Note	2023 £'000	Re-presented2 2022 £'000
Profit before tax			6,134	3,482
Adjusting items
Exceptional operating costs		4	349	-
Amortisation of acquired intangible assets		11	47	490
Gain on remeasurement of lease		19	-	(151)
Lease termination fee		12,19	-	243
Share-based payment expense		23	1,095	806
Adjusted profit before tax			7,625	4,870
Finance income		6	(266)	(85)
Finance costs		6	245	158
Adjusted operating profit			7,604	4,943

² See note 1(a) for description of the prior year re-presentation.

Adjusted operating cash flow

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, and including capital expenditure. 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 and includes the Group's management of capital expenditure. Statutory cash flow from operations reconciles to adjusted operating cash as below:

		Note	2023 £'000	2022 £'000
Reported cash flow from operating activities		25	7,303	8,402
Cash outflow of adjusting items from operations			472	-
Adjusted operating cash flow			7,775	8,402
Capital expenditure			(2,055)	(1,357)
Post capital expenditure cash flow			5,720	7,045

Our cash conversion rate for the year was 80% (2022: 99%).

Underlying revenue growth

The Directors review underlying revenue growth in order to allow a like-for-like comparison of revenue between years. Underlying revenue therefore excludes the impact of revenue contribution arising from acquired or disposed businesses and other revenue streams that are not expected to be ongoing in future years. There were no exclusions for underlying revenue in the current or prior year. Statutory revenue growth is equal to underlying revenue growth and is as follows:

	Xeim £'000	The Lawyer £'000	Total £'000
Reported and underlying revenue 2022 (re-presented2)	30,083	8,301	38,384
Reported and underlying revenue 2023	28,968	8,361	37,329
Reported and underlying revenue growth	(4)%	1%	(3)%

² See note 1(a) for description of the prior year re-presentation.

Adjusted EBITDA

Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted operating profit before depreciation and impairment of tangible assets and amortisation and impairment of intangible assets other than those acquired through a business combination. It is used by the Directors as a measure to review performance of the Group and forms the basis of some of the Group's financial covenants under its revolving credit facility. Adjusted EBITDA is calculated as follows:

		Note	2023 £'000	Re-presented2 2022 £'000
Adjusted operating profit (as above)			7,604	4,943
Depreciation of property, plant and equipment		3,12	1,133	2,028
Amortisation of computer software		3,11	930	1,136
Adjusted EBITDA			9,667	8,107

² See note 1(a) for description of the prior year re-presentation.

Net cash

Net cash is not a measure defined by IFRS. Net cash is calculated as cash and cash equivalents, plus short-term deposits less overdrafts and bank borrowings under the Group's financing arrangements. The Directors consider the measure useful as it gives greater clarity over the Group's liquidity as a whole. Group net cash is calculated as follows:

		Note	2023 £'000	2022 £'000
Cash and cash equivalents		16	1,996	7,501
Short-term deposits		17	7,500	8,500
Net cash			9,496	16,001

(c) Principles of consolidation

The consolidated financial information incorporates the financial information of Centaur Media Plc and all of its subsidiaries after elimination of intercompany transactions and balances. The consolidated financial information is presented in Pounds Sterling, which is the Group and Company's functional and presentation currency.

(i) Subsidiaries

Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date that the Group ceases to control them.

(ii) Employee Benefit Trust

The Centaur Employees' Benefit Trust ('Employee Benefit Trust') is a trust established by Trust deed in 2006 for the granting of shares to applicable employees. Its assets and liabilities are held separately from the Company and are fully consolidated in the consolidated statement of financial position. Holdings of Centaur Media Plc shares by the Employee Benefit Trust are shown within the 'own shares' reserve as a deduction from consolidated equity.

(d) Revenue recognition

Revenue is measured at the transaction price, which is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to the customer. Judgement may arise in timing and allocation of transaction price when there are multiple performance obligations in one contract. However, an annual impact assessment is performed which has confirmed that the impact is immaterial in both the current year and comparative year. Revenue arises from the sales of premium content, training and advisory, events, marketing solutions and recruitment advertising in the normal course of business, net of discounts and relevant sales tax. Goods and services exchanged as part of a barter transaction are recognised in revenue at the fair value of the goods and services provided. Returns, refunds and other similar allowances, which have historically been low in volume and immaterial in magnitude, are accounted for as a reduction in revenue as they arise.

Where revenue is deferred it is held as a balance in deferred income on the consolidated statement of financial position. At any given reporting date, this deferred income is current in nature and is expected to be recognised wholly in revenue in the following financial year, with the exception of returns and credit notes, which have historically been low in volume and immaterial in magnitude.

The Group recognises revenue earned from contracts as individual performance obligations are met, on a stand-alone selling price basis. This is when value and control of the product or service has transferred, being when the product is delivered to the customer or the period in which the services are rendered as set out in more detail below.

Premium Content

Revenue from subscriptions is deferred and recognised on a straight-line basis over the subscription period, reflecting the continuous provision of paid content services over this time. Revenue from individual publication sales is recognised at the point at which the publication is delivered to the customer. In general, the Group bills customers for premium content at the start of the contract.

Training and Advisory

Revenue from training and advisory is deferred and recognised over the period of the training or when a separately identifiable milestone of a contract has been delivered to the customer. In general, the Group bills customers for training and advisory up front or on a milestone basis as the service is delivered.

Events

Consideration received in advance for events is deferred and revenue is recognised at the point in time at which the event takes place. In general, the Group bills customers for events before the event date.

Marketing Solutions

Marketing solutions revenue from display and bespoke campaigns is recognised over the period that the service is provided. In general, the Group bills customers for marketing solutions on delivery.

Recruitment Advertising

Sales of online recruitment advertising space are recognised in revenue over the period during which the advertisements are placed. Sales of recruitment advertising space in publications are recognised at the point at which the publication occurs. In general, the Group bills customers for recruitment advertising on delivery.

(e) Investments

In the Company's financial information, investments in subsidiaries are stated at cost less provision for impairment in value.

Investments are reviewed for impairment whenever events indicate that the carrying value may not be recoverable. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the investments fair value less cost of disposal and its value-in-use. An asset's value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax weighted average cost of capital. Any impairment is recognised in the statement of comprehensive income. If there has been a change in the estimates used to determine the investment's recoverable amount, impairment losses that have been recognised in prior periods may be reversed. This reversal is recognised in the statement of comprehensive income.

(f) Income tax

The tax expense represents the sum of current and deferred tax.

Current tax is based on the taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, and it further includes items that are never taxable or deductible. The Group and Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial information and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available to utilise those temporary differences and losses. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the enacted or substantively enacted tax rates that are expected to apply in the year when the liability is settled, or the asset is realised. Deferred tax is charged or credited to the consolidated statement of comprehensive income, except when it relates to items charged or credited directly to equity or other comprehensive income, in which case the deferred tax is recognised in equity or other comprehensive income respectively.

The carrying amount of deferred tax assets is reviewed at each reporting date and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

(g) Leases

Lessee accounting

Under IFRS 16, leases are accounted for on a 'right-of-use model' reflecting that, at the commencement date, the Group as a lessee has a financial obligation to make lease payments to the lessor for its right to use the underlying asset during the lease term. The financial obligation is recognised as a lease liability, and the right to use the underlying asset is recognised as a right-of-use ('ROU') asset. The ROU assets are recognised within property, plant and equipment on the face of the consolidated statement of financial position and are presented separately in note 12.

The lease liability is initially measured at the present value of the lease payments using the rate implicit in the lease or, where that cannot be readily determined, the incremental borrowing rate ('IBR'). The incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates the lessee would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. Subsequently, the lease liability is measured at amortised cost, with interest increasing the carrying amount and lease payments reducing the carrying amount. The carrying amount is remeasured to reflect any reassessment or lease modifications, or to reflect revised in-substance fixed lease payments.

The ROU asset is initially measured at cost which comprises:

·	the amount of the initial measurement of the lease liability;
·	any lease payments made at or before the commencement date, less any lease incentives received;
·	any initial direct costs; and
·	an estimate of costs to be incurred at the end of the lease term.

Subsequently, the ROU asset is measured at cost less accumulated depreciation and impairment losses. Depreciation is calculated to write off the cost on a straight-line basis over the lease term.

Using the exemption available under IFRS 16, the Group elects not to apply the requirements above to:

·	Short-term leases; and
·	Leases for which the underlying asset is of a low value.

 

In these cases, the Group recognises the lease payments as an expense on a straight-line basis over the lease term, or another systematic basis if that basis is more representative of the agreement.

(h) Impairment of assets

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events indicate that the carrying value may not be recoverable. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset's fair value less cost of disposal and its value-in-use. An asset's value-in-use is calculated by discounting an estimate of future cash flows by the pre-tax weighted average cost of capital.

(i) Intangible assets

(i) Brands and publishing rights and customer relationships

Separately acquired brands and publishing rights are shown at historical cost. Brands and publishing rights and customer relationships acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.

(ii) Software

Computer software that is not integral to the operation of the related hardware is carried at cost less accumulated amortisation. Costs associated with the development of identifiable and unique software products controlled by the Group that will generate probable future economic benefits in excess of costs are recognised as intangible assets when the criteria of IAS 38 'Intangible Assets' are met. They are carried at cost less accumulated amortisation and impairment losses.

(iv) Amortisation methods and periods

Amortisation is calculated to write off the cost or fair value of intangible assets on a straight-line basis over the expected useful economic lives to the Group over the following periods:

Computer software	- 3 to 5 years
Brands and publishing rights	- 5 to 20 years
Customer relationships	- 3 to 10 years or over the term of any specified contract

Goodwill has an indefinite life and is tested for impairment annually at a Group level or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

(j) Property, plant and equipment

See note 1(g) for right-of-use assets. All other property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. The historical cost of property, plant and equipment is the purchase cost together with any incidental direct costs of acquisition. Depreciation is calculated to write off the cost, less estimated residual value, of assets, on a straight-line basis over the expected useful economic lives to the Group over the following periods:

Fixtures and fittings	- 5 to 10 years
Computer equipment	- 3 to 5 years
Right-of-use assets	- over the lease term

The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting year, with the effect of any changes in estimate accounted for on a prospective basis.

(k) Employee benefits

(i) Share-based payments

The Group operates several equity-settled share-based payment plans, under which the Group receives services from employees in consideration for equity instruments (share options and shares) of the Company. Information relating to these plans is set out in note 23.

Equity-settled share-based payments are measured at fair value at the date of grant. Fair value is measured using either a Monte Carlo simulation (stochastic) model or Black-Scholes option pricing model. The fair value of the employee services received in exchange for the grant of share awards and options is recognised as an expense on a straight-line basis over the vesting period, based on the Group's estimate of the number of options or shares that will eventually vest. Non-market-based performance or service vesting conditions (for example profitability and remaining as an employee of the entity over a specified time period) are included in assumptions about the number of share awards and options that are expected to vest. Market-based performance criteria is reflected in the measurement of fair value at the date of grant.

The impact of the revision to original estimates, if any, is recognised in the consolidated statement of comprehensive income, with a corresponding adjustment to equity, such that the cumulative expense reflects the revised estimate. The cumulative share-based payment expense held in reserves is recycled into retained earnings when the share awards or options lapse or are exercised. When options are exercised, shares are either transferred to the employee from the Employee Benefit Trust or by issuing new shares. The social security contributions payable in connection with the grant of share awards is treated as a cash-settled transaction.

The award by the Company of share-based payment awards over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution only if it is left unsettled. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.

A deferred tax asset is recognised on share options based on the intrinsic value of the options, which is calculated as the difference between the fair value of the shares under option at the reporting date and exercise price of the share options. The deferred tax asset is utilised when the share options are exercised or released when share options lapse. The accounting policy regarding deferred tax is set out above in note 1(f).

(l) Equity

(i) Share capital

Ordinary and deferred shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company's equity instruments, for example as the result of a share buyback or share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company.

Shares held by the Employee Benefit Trust are disclosed as own shares and deducted from equity.

(ii) Own shares

Own shares consist of treasury shares and shares held within the Employee Benefit Trust.

Own shares are recognised at cost as a deduction from equity shareholders' funds. Subsequent consideration received for the sale of such shares is also recognised in equity, with any excess of consideration received between the sale proceeds and the original cost being recognised in share premium. No gain or loss is recognised in the financial information on transactions in treasury shares.

(m) Financial instruments

The Group has applied IFRS 9 'Financial Instruments' as outlined below:

(i) Financial assets

The Group classifies and measures its financial assets in line with one of the three measurement models under IFRS 9: at amortised cost, fair value through profit or loss, and fair value through other comprehensive income. Management determines the classification of its financial assets based on the requirements of IFRS 9 at initial recognition.

(ii) Trade receivables

Trade receivables are accounted for under IFRS 9, being recognised initially at fair value and subsequently at amortised cost less any allowance for expected lifetime credit losses under the 'expected credit loss' model. As mandated by IFRS 9, the expected lifetime credit losses are calculated using the 'simplified' approach.

A provision matrix is used to calculate the allowance for expected lifetime credit losses on trade receivables which is based on historical default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. The allowance for expected lifetime credit losses is established by considering, on a discounted basis, the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying those shortfalls by the probability of each scenario occurring. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The allowance is the sum of these probability weighted outcomes. The allowance and any changes to it are recognised in the consolidated statement of comprehensive income within net operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against net operating expenses in the consolidated statement of comprehensive income. The Group defines a default as failure of a debtor to repay an amount due as this is the time at which our estimate of future cash flows from the debtor is affected.

(iii) Financial liabilities

Debt and trade and other payables are recognised initially at fair value based on amounts exchanged, net of transaction costs, and subsequently at amortised cost.

(iv) Receivables from and payables to subsidiaries and the Employee Benefit Trust

The Company has amounts receivable from and payable to subsidiaries and the receivable from the Employee Benefit Trust which are recognised at fair value. Amounts receivable from subsidiaries and the Employee Benefit Trust are assessed annually for recoverability under the requirements of IFRS 9.

(n) Key accounting assumptions, estimates and judgements

The preparation of financial information under IFRS requires the use of certain key accounting assumptions and requires management to exercise its judgement and to make estimates. Those that have the most significant effect on the amounts recognised in the consolidated financial information or have the most risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Key sources of estimation uncertainty

(i) Carrying value of goodwill, other intangible assets and Company investment estimate

In assessing whether goodwill, other intangible assets and the Company's investment are impaired, the Group uses a discounted cash flow model which includes forecast cash flows and estimates of future growth. If the results of operations in future periods are lower than included in the cash flow model, impairments may be triggered. A sensitivity analysis has been performed on the value-in-use calculations. Further details of the assumptions and sensitivities in the discounted cash flow model are included in notes 10 and 13.

Critical accounting judgements

(ii) Adjusting items judgement

The term 'adjusted' is not a defined term under IFRS. Judgement is required to ensure that the classification and presentation of certain items as adjusting, including exceptional costs, is appropriate and consistent with the Group's accounting policy. Further details about the amounts classified as adjusting are included in notes 1(b) and 4.

Other areas of judgement and accounting estimates

The consolidated financial information includes other areas of judgement and accounting estimates. While these areas do not meet the definition under IAS 1 of significant accounting estimates or critical accounting judgements, the recognition and measurement of certain material assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties. The other areas of judgement and accounting estimates are:

·	Deferred tax (estimation of forecasted future taxable profits) refer to notes 1(f) and 14;
·	Lease liabilities (lease term judgement) refer to notes 1(g) and 19;
·	Lease liabilities (IBR estimate) refer to notes 1(g) and 19; and
·	Share-based payment expense (estimation of fair value) refer to notes 1(k)(i) and 23.

 

2 Segmental reporting

The Group is organised around two reportable market-facing segments: Xeim and The Lawyer. These two segments derive revenue from a combination of premium content, 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 revenue 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. Refer to note 8 for details on the discontinued operations.

Segment assets consist primarily of property, plant and equipment, intangible assets (including goodwill) and trade receivables. Segment liabilities primarily 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, short-term deposits and lease liabilities.

Capital expenditure comprises purchases of additions to property, plant and equipment and intangible assets.

 

2023	Note	Xeim £'000	The Lawyer £'000	Central £'000	Continuing operations £'000	Discontinued operations £'000	Group £'000
Revenue		28,968	8,361	-	37,329	2,006	39,335
Adjusted operating profit / (loss)	1(b)	7,447	3,022	(2,865)	7,604	42	7,646
Exceptional operating costs	4	(297)	-	(52)	(349)	(454)	(803)
Amortisation of acquired intangibles	11	(47)	-	-	(47)	(31)	(78)
Loss on disposal of assets	4	-	-	-	-	(56)	(56)
Share-based payment expense	23	(369)	(117)	(609)	(1,095)	-	(1,095)
Operating profit / (loss)		6,734	2,905	(3,526)	6,113	(499)	5,614
Finance income	6				266	-	266
Finance costs	6				(245)	-	(245)
Profit / (loss) before tax					6,134	(499)	5,635
Taxation	7				(807)	22	(785)
Profit / (loss) for the year					5,327	(477)	4,850
Segment assets		35,345	17,911	-	53,256	70	53,326
Corporate assets		-	-	10,891	10,891	-	10,891
Consolidated total assets					64,147	70	64,217
Segment liabilities		(11,391)	(3,780)	-	(15,171)	(196)	(15,367)
Corporate liabilities		-	-	(3,782)	(3,782)	-	(3,782)
Consolidated total liabilities					(18,953)	(196)	(19,149)
Other items
Capital expenditure (tangible and intangible assets)		1,870	104	73	2,047	8	2,055

 

 

Re-presented2 2022	Note	Xeim £'000	The Lawyer £'000	Central £'000	Continuing operations £'000	Discontinued operations £'000	Group £'000
Revenue		30,083	8,301	-	38,384	3,209	41,593
Adjusted operating profit / (loss)	1(b)	5,771	2,474	(3,302)	4,943	354	5,297
Amortisation of acquired intangibles	11	(490)	-	-	(490)	(31)	(521)
Gain on remeasurement of lease	19	118	27	6	151	-	151
Lease termination fee	12,19	(190)	(43)	(10)	(243)	-	(243)
Share-based payment expense	23	(260)	(72)	(474)	(806)	-	(806)
Operating profit / (loss)		4,949	2,386	(3,780)	3,555	323	3,878
Finance income	6				85	-	85
Finance costs	6				(158)	-	(158)
Profit before tax					3,482	323	3,805
Taxation	7				(930)	(75)	(1,005)
Profit for the year					2,552	248	2,800
Segment assets		33,550	17,391	-	50,941	793	51,734
Corporate assets				15,649	15,649	-	15,649
Consolidated total assets					66,590	793	67,383
Segment liabilities		(10,666)	(2,778)	-	(13,444)	(473)	(13,917)
Corporate liabilities				(4,640)	(4,640)	-	(4,640)
Consolidated total liabilities					(18,084)	(473)	(18,557)
Other items
Capital expenditure (tangible and intangible assets)		1,143	147	67	1,357	-	1,357

2      See note 1(a) for description of the prior year re-presentation.

 

Supplemental information

Revenue by geographical location               

The Group's revenue from continuing operations from external customers by geographical location is detailed below:

	Xeim 2023 £'000	The Lawyer 2023 £'000	Total 2023 £'000	Re-presented2 Xeim 2022 £'000	The Lawyer 2022 £'000	Re-presented2 Total 2022 £'000
United Kingdom	15,766	7,203	22,969	17,033	6,882	23,915
Europe (excluding United Kingdom)	4,743	503	5,246	5,162	609	5,771
North America	4,210	495	4,705	4,534	628	5,162
Rest of world	4,249	160	4,409	3,354	182	3,536
	28,968	8,361	37,329	30,083	8,301	38,384

² See note 1(a) for description of the prior year re-presentation.

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. Refer to note 13 for the location of the Group's subsidiaries.

Revenue by type

The Group's revenue from continuing operations by type is as follows:

	Xeim 2023 £'000	The Lawyer 2023 £'000	Total 2023 £'000	Re-presented2 Xeim 2022 £'000	The Lawyer 2022 £'000	Re-presented2 Total 2022 £'000
Premium Content	9,998	5,156	15,154	9,980	4,748	14,728
Training and Advisory	14,858	-	14,858	14,431	-	14,431
Events	2,096	1,780	3,876	2,548	1,998	4,546
Marketing Solutions	1,912	426	2,338	2,870	565	3,435
Recruitment Advertising	104	999	1,103	254	990	1,244
	28,968	8,361	37,329	30,083	8,301	38,384

² See note 1(a) for description of the prior year re-presentation.

The accounting policies for each of these revenue streams is disclosed in note 1(d), including the timing of revenue recognition. There are some contracts for which revenue has not yet been recognised and is being held in deferred income, see note 20. This deferred income is all current and is expected to be recognised as revenue in 2024.

 

3 Net operating expenses

Operating profit / (loss) is stated after charging:

		Note	Adjusted Results1 2023 £'000	Adjusting Items1 2023 £'000	Statutory Results 2023 £'000	Re-presented2 Adjusted Results1 2022 £'000	Re-presented2 Adjusting Items1 2022 £'000	Re-presented2 Statutory Results 2022 £'000
Employee benefits expense		5	17,121	-	17,121	17,413	-	17,413
Capitalised employee benefits		5,11	(435)	-	(435)	(403)	-	(403)
Exceptional operating costs		4	-	349	349	-	-	-
Depreciation of property, plant and equipment		4,12	1,133	-	1,133	2,028	243	2,271
Amortisation of intangible assets		4,11	930	47	977	1,136	490	1,626
Gain on remeasurement of lease		4,19	-	-	-	-	(151)	(151)
Share-based payment expense		4,23	-	1,095	1,095	-	806	806
Net impairment of trade receivables		26	(106)	-	(106)	(29)	-	(29)
IT expenditure			2,336	-	2,336	2,463	-	2,463
Marketing expenditure			1,489	-	1,489	1,618	-	1,618
Other staff-related costs			275	-	275	412	-	412
Other operating expenses			6,982	-	6,982	8,803	-	8,803
			29,725	1,491	31,216	33,441	1,388	34,829
Cost of sales			13,686	-	13,686	14,149	-	14,149
Distribution costs			28	-	28	60	-	60
Administrative expenses			16,011	1,491	17,502	19,232	1,388	20,620
			29,725	1,491	31,216	33,441	1,388	34,829

¹ Adjusted results exclude adjusting items, as detailed in note 1(b).

² See note 1(a) for description of the prior year re-presentation.

 

Services provided by the Company and Group's auditor

	2023 £'000	2022 £'000
Fees payable for the audit of Company and consolidated financial statements	128	120
Fees payable for the interim financial statement review	12	11
Total fees paid to the Company and Group's auditor	140	131

 

4 Adjusting items

As discussed in note 1(b), certain items are presented as adjusting. These are detailed below:

	Note	2023 £'000	Re-presented2 2022 £'000
Continuing operations
Exceptional operating costs		349	-
Amortisation of acquired intangible assets	11	47	490
Gain on remeasurement of lease	19	-	(151)
Lease termination fee	12,19	-	243
Share-based payment expense	23	1,095	806
Adjusting items before tax		1,491	1,388
Tax relating to adjusting items	7	(410)	(264)
Total adjusting items after tax for continuing operations		1,081	1,124
Discontinued operations	8
Exceptional operating costs		454	-
Amortisation of acquired intangible assets	11	31	31
Loss on disposal of assets	11	56	-
Tax relating to adjusting items	7	(127)	(6)
Total adjusting items after tax for discontinued operations		414	25
Total adjusting items after tax		1,495	1,149

² See note 1(a) for description of the prior year re-presentation.

Exceptional operating costs

In the current year, exceptional operating costs in continuing operations of £349,000 relate to strategic restructuring of the Group as it prepares for the next phase of growth following MAP23. This includes £317,000 of staff related restructuring costs and £32,000 of associated professional fees.

Exceptional operating costs in discontinued operations of £454,000 were incurred during the year due to the closure of the Really B2B and Design Week brands within Xeim. This includes £393,000 of staff related restructuring costs and £61,000 relating to professional fees and onerous contracts.

Loss on disposal of assets

In the current year the loss on disposal of assets in discontinued operations of £56,000 consists of a loss on disposal of computer software of £7,000 and a loss on disposal of acquired intangibles relating to the Really B2B brand of £49,000. Refer to note 11 for further details.

Termination of lease

As a result of the termination of the London property lease in the prior year, a net gain of £151,000 was recognised on remeasurement of the lease liability and respective proportionate adjustment to the ROU asset. The termination fee was included in the measurement of the ROU asset at the time of the remeasurement, therefore the £243,000 was recognised in depreciation in 2022. Refer to note 19 for further details.

Other adjusting items

Other adjusting items relate to the amortisation of acquired intangible assets (see note 11) and share-based payment costs (see note 23).

 

5 Directors and employees

Group	Note		2023 Continuing Group £'000	2023 Discontinued Group £'000	2023 Total Group £'000	Re-presented2 2022 Continuing Group £'000	Re-presented2 2022 Discontinued Group £'000	Re-presented2 2022 Total Group £'000
Wages and salaries			14,522	1,126	15,648	14,723	1,379	16,102
Social security costs			1,696	129	1,825	1,863	155	2,018
Other pension costs			903	83	986	827	87	914
Employee benefits expense			17,121	1,338	18,459	17,413	1,621	19,034
Capitalised employee benefits	11		(435)	-	(435)	(403)	-	(403)
Exceptional staff related restructuring costs		4	317	393	710	-	-	-
Share-based payment expense	23		1,095	-	1,095	806	-	806
			18,098	1,731	19,829	17,816	1,621	19,437

² See note 1(a) for description of the prior year re-presentation.

Company	Note	2023 Company £'000	2022 Company £'000
Wages and salaries		1,499	1,464
Social security costs		205	221
Other pension costs		47	50
Employee benefits expense		1,751	1,735
Share-based payment expense	23	534	424
		2,285	2,159

 

The average number of employees employed during the year, including Executive Directors, was:

	2023 Group Number	Re-presented2 2022 Group Number	2023 Company Number	2022 Company Number
Xeim	167	169	-	-
The Lawyer	56	58	-	-
Central	10	10	4	4
Discontinued	24	32	-	-
	257	269	4	4

² See note 1(a) for description of the prior year re-presentation.

The Group's employees are employed and paid by Centaur Communications Limited, a Group company, with the exception of the  employees directly employed by the Company.

Key management compensation

		2023 £'000	2022 £'000
Salaries and short-term employment benefits		1,680	1,583
Post-employment benefits		100	78
Share-based payment expense		691	590
		2,471	2,251

Key management is defined as the Executive Directors and Executive Committee members.

1,485,000 shares were exercised by Directors during the year at a share price of 37.0 pence. (2022: 201,355 shares were exercised by Directors at a share price of 40.0 pence). Details of Directors' remuneration are included in the Remuneration Committee Report.

 

6 Finance income and costs

	Note	2023 £'000	2022 £'000
Finance income
Interest income from short-term deposits	17	235	68
Interest income from cash and cash equivalents		31	17
		266	85
Finance costs
Commitment fees and amortisation of arrangement fee in respect of revolving credit facility		(106)	(105)
Interest on lease	19	(89)	(51)
Other finance costs		(50)	(2)
		(245)	(158)
Net finance income / (costs)		21	(73)

Interest income from short-term deposits

Interest income from short-term deposits is calculated using the effective interest method and is recognised in profit or loss. Finance income in relation to these short-term deposits resulted in cash inflows to the Group of £189,000 during the year (2022: £46,000).

Fees on revolving credit facility

These finance costs are in relation to the Group's £10m revolving credit facility, none of which was drawn down at 31 December 2023 (2022: £nil). As indicated by the consolidated cash flow statement, there were no drawdowns from this facility during the current and prior year. Finance costs in relation to this facility resulted in cash outflows by the Company and Group of £73,000 during the year (2022: £71,000).

Lease interest

A lease liability was recognised for the Group's property lease. £89,000 of interest on this lease was incurred during the year (2022: £51,000). Refer to notes 1(g) and 19 for further details.

 

7 Taxation

	Note	2023 Continuing £'000	2023 Discontinued £'000	2023 Total £'000	Re-presented2 2022 Continuing £'000	Re-presented2 2022 Discontinued £'000	Re-presented2 2022 Total £'000
Analysis of charge / (credit) for the year
Current tax	21
Overseas tax		24	-	24	(3)	-	(3)
Adjustments in respect of prior years		1,346	-	1,346	68	-	68
		1,370	-	1,370	65	-	65
Deferred tax	14
Current period		1,193	(22)	1,171	838	75	913
Adjustments in respect of prior years		(1,756)	-	(1,756)	27	-	27
		(563)	(22)	(585)	865	75	940
Taxation charge / (credit)		807	(22)	785	930	75	1,005

² See note 1(a) for description of the prior year re-presentation.

The taxation charge / (credit) for the year can be reconciled to the profit / (loss) before tax in the consolidated statement of comprehensive income as follows:

	2023 Continuing £'000	2023 Discontinued £'000	2023 Total £'000	Re-presented2 2022 Continuing £'000	Re-presented2 2022 Discontinued £'000	Re-presented2 2022 Total £'000
Profit / (loss) before tax	6,134	(499)	5,635	3,482	323	3,805
Tax at the UK rate of corporation tax of 23.5% (2022: 19.0%)	1,441	(117)	1,324	662	61	723
Effects of:
Expenses not deductible for tax purposes	14	3	17	18	-	18
Additional deduction for capital allowances	(8)	-	(8)	(86)	-	(86)
Share-based payments	(52)	-	(52)	2	-	2
Effects of changes in tax rate on deferred tax balances	(82)	(1)	(83)	239	14	253
Use of losses	(93)	93	-	-	-	-
Different tax rates of subsidiaries in other jurisdictions	(3)	-	(3)	-	-	-
Adjustments in respect of prior years	(410)	-	(410)	95	-	95
Taxation charge / (credit)	807	(22)	785	930	75	1,005

² See note 1(a) for description of the prior year re-presentation.

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2023, the current weighted averaged tax rate was 23.5%. Temporary differences are remeasured using the enacted tax rates that are expected to apply when the liability is settled or the asset realised.

During the current year, the Group's tax losses from 31 December 2021 were carried forward rather than being surrendered by way of group relief against the 2022 taxable profits. This contrasts with the position that was reflected in the financial statements for the year ended 31 December 2022. This results in additional taxable profits of £6,926,000 in 2022 and a corresponding increase in tax losses brought forward at 1 January 2023. Therefore in the current period, adjustments in respect of prior year have been made to current tax (£1,346,000) and deferred tax (£1,872,000) to reflect the recognition of these tax losses as a deferred tax asset instead of reducing the current tax charge relating to 2022.

A reconciliation between the reported tax charge / (credit) and the adjusted tax charge taking account of adjusting items as discussed in note 1(b) and 4 is shown below:

	2023 Continuing £'000	2023 Discontinued £'000	2023 Total £'000	Re-presented2 2022 Continuing £'000	Re-presented2 2022 Discontinued £'000	Re-presented2 2022 Total £'000
Reported tax charge / (credit)	807	(22)	785	930	75	1,005
Effects of:
Exceptional operating costs	82	107	189	-	-	-
Amortisation of acquired intangible assets	-	9	9	102	6	108
Loss on disposal of assets	-	11	11	-	-	-
Gain on remeasurement of lease	-	-	-	(36)	-	(36)
Share-based payments	328	-	328	198	-	198
Adjusted tax charge	1,217	105	1,322	1,194	81	1,275

² See note 1(a) for description of the prior year re-presentation.

8 Discontinued operations

In December 2023, the Group closed the Really B2B ('Really) and Design Week ('DW') brands within Xeim in line with the Group's strategy to prioritise higher quality revenue and profit margin growth.

The results of the discontinued operations, which were included in the consolidated statement of comprehensive income and consolidated cash flow statement, were as follows:

	Really	DW	Total	Really	DW	Total
	2023	2023	2023	2022	2022	2022
Statement of comprehensive income	£'000	£'000	£'000	£'000	£'000	£'000
Revenue	1,787	219	2,006	2,850	359	3,209
Expenses	(2,181)	(268)	(2,449)	(2,679)	(207)	(2,886)
Loss on disposal of assets	(56)	-	(56)	-	-	-
(Loss) / profit before tax	(450)	(49)	(499)	171	152	323
Attributable tax credit / (charge)	22	-	22	(39)	(36)	(75)
Statutory (loss) / profit after tax	(428)	(49)	(477)	132	116	248
Add back adjusting items1:
Exceptional operating costs	402	52	454	-	-	-
Amortisation of acquired intangible assets	31	-	31	31	-	31
Loss on disposal of assets	56	-	56	-	-	-
Tax relating to adjusting items1	(115)	(12)	(127)	(6)	-	(6)
Total adjusting items1	374	40	414	25	-	25
Adjusted profit / (loss)1 attributable to discontinued operations after tax	(54)	(9)	(63)	157	116	273

¹ Adjusted results exclude adjusting items, as detailed in note 1(b).

	Really	DW	Total	Really	DW	Total
	2023	2023	2023	2022	2022	2022
Cash flows	£'000	£'000	£'000	£'000	£'000	£'000
Net operating cash flows	8	-	8	-	-	-
Investing cash flows	(8)	-	(8)	-	-	-
Financing cash flows	-	-	-	-	-	-
Total cash flows	-	-	-	-	-	-

 

The operating cash flows of discontinued operations largely follow the trade activities of these operations. There were no material investing or financing cash flows in 2022 and 2023.

 

9 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. 1,878,628 (2022: 3,112,784) shares held in the Employee Benefit Trust and 4,550,179 (2022: 4,550,179) shares held in treasury (see note 22) have been excluded in arriving at the weighted average number of shares.

For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all deferred shares and dilutive potential ordinary shares. This comprises share options and awards granted to Directors and employees under the Group's share-based payment plans where the exercise price is less than the average market price of the Company's ordinary shares during the year.

Basic and diluted earnings per share have also been presented on an adjusted basis, as the Directors believe that these measures are more reflective of the underlying performance of the Group. These have been calculated as follows:

	2023 Adjusted Results1 £'000	2023  Adjusting Items1 £'000	2023 Statutory Results £'000	Re-presented2 2022 Adjusted Results1 £'000	Re-presented2 2022 Adjusting Items1 £'000	Re-presented2 2022 Statutory Results £'000
Continuing operations (£'000) Profit / (loss) for the year from continuing operations	6,408	(1,081)	5,327	3,676	(1,124)	2,552
Number of shares (thousands)
Basic weighted average number of shares	143,789	143,789	143,789	143,813	143,813	143,813
Effect of dilutive securities - options	8,591	8,591	8,591	7,638	7,638	7,638
Diluted weighted average number of shares	152,380	152,380	152,380	151,451	151,451	151,451
Earnings / (loss) per share from continuing operations (pence)
Basic from continuing operations	4.4	(0.7)	3.7	2.6	(0.8)	1.8
Fully diluted from continuing operations	4.2	(0.7)	3.5	2.5	(0.8)	1.7
Discontinued operations (£'000) Profit / (loss) for the year from discontinued operations	(63)	(414)	(477)	273	(25)	248
Number of shares (thousands)
Basic weighted average number of shares	143,789	143,789	143,789	143,813	143,813	143,813
Effect of dilutive securities - options	8,591	8,591	8,591	7,638	7,638	7,638
Diluted weighted average number of shares	152,380	152,380	152,380	151,451	151,451	151,451
Earnings / (loss) per share from discontinued operations (pence)
Basic from discontinued operations	-	(0.3)	(0.3)	0.1	-	0.1
Fully diluted from discontinued operations	-	(0.3)	(0.3)	0.1	-	0.1
Continuing and discontinued operations (£'000) Profit / (loss) for the year attributable to owners of parent	6,345	(1,495)	4,850	3,949	(1,149)	2,800
Number of shares (thousands)
Basic weighted average number of shares	143,789	143,789	143,789	143,813	143,813	143,813
Effect of dilutive securities - options	8,591	8,591	8,591	7,638	7,638	7,638
Diluted weighted average number of shares	152,380	152,380	152,380	151,451	151,451	151,451
Earnings / (loss) per share from continuing and discontinued operations (pence)
Basic earnings per share	4.4	(1.0)	3.4	2.7	(0.8)	1.9
Fully diluted earnings per share	4.2	(1.0)	3.2	2.6	(0.8)	1.8

¹ Adjusted results exclude adjusting items, as detailed in notes 1(b) and 4.

² See note 1(a) for description of the prior year re-presentation.

10 Goodwill

		Group  £'000
Cost
At 1 January 2022, 31 December 2022 and 31 December 2023		81,109
Accumulated impairment
At 1 January 2022, 31 December 2022 and 31 December 2023		39,947
Net book value
At 1 January 2022, 31 December 2022 and 31 December 2023		41,162

At 31 December 2023 a full impairment assessment has been carried out. No impairment is required for the carrying value of goodwill. (2022: £nil).

Goodwill by segment        

Each brand is deemed to be a cash generating unit ('CGU'), being the lowest level at which cash flows are separately identifiable. Goodwill is attributed to individual CGUs and has historically been reviewed at the operating segment level for the purposes of the annual impairment review as this is the level at which management monitors goodwill.

		Xeim £'000	The Lawyer £'000	Total £'000
At 1 January 2022, 31 December 2022 and 31 December 2023		25,188	15,974	41,162

 

Impairment testing of goodwill and acquired intangible assets

At 31 December 2023, goodwill and acquired intangible assets (see note 11) were tested for impairment in accordance with IAS 36. In assessing whether an impairment of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with its recoverable amount. Recoverable amounts are measured based on value-in-use ('VIU').

The Group estimates the VIU of its CGUs using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 10.8% (2022: 9.9%). The discount rate used is consistent with the Group's weighted average cost of capital and is used across all segments, which are all based predominantly in the UK and considered to have similar risks and rewards.

The key assumptions used in calculating VIU are revenue growth, margin, adjusted¹ EBITDA growth, discount rate and the terminal growth rate. These have been derived from a combination of experience and management's expectations of future growth rates in the business. The Group has used the four-year plan forecast to 2027 for the first four years of the calculation and applied a terminal growth rate of 2.5% (2022: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group's revenue. The four-year plan forecast to 2027 has been prepared brand by brand on a bottom-up basis following a review of the business where management has identified higher quality revenue streams for growth and focus, which will deliver the targets set out below, and conversely which areas of the business will be de-prioritised. Overall the four-year plan forecast to 2027 assumes continued profit growth reflecting top line expansion in key brands, while managing the impact of projected inflationary pressures.

The key assumptions and variables in this plan are sensitised in isolation and in combination. The main sensitivities applied to the key drivers are outlined below. As required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible changes in the assumptions.

Sensitivity analysis has been performed on the VIU calculations, holding all other variables constant, to:

I.	apply a 10% reduction to forecast adjusted1 EBITDA in each year of the modelled cash flows. No impairment would occur in either of the segments.
II.	apply a 2 percentage point increase in discount rate from 10.8% to 12.8%. No impairment would occur in either of the segments.
III.	reduce the terminal value growth rate from 2.5% to 1.5%. No impairment would occur in either of the segments.

The results of the impairment assessment and sensitivities applied indicate that no impairment to the goodwill or acquired intangible assets of either CGU is required for the year ended 31 December 2023.

 

11 Other intangible assets

		Computer software £'000	Brands and publishing rights £'000	Customer relationships £'000	Separately acquired websites and content £'000	Total £'000
Cost
At 1 January 2022		19,631	1,380	11,321	3,216	35,548
Additions - separately acquired		763	-	-	-	763
Additions - internally generated		403	-	-	-	403
Disposals		(197)	-	-	-	(197)
Exchange differences		21	-	-	-	21
At 31 December 2022		20,621	1,380	11,321	3,216	36,538
Additions - separately acquired		1,541	-	-	-	1,541
Additions - internally generated		435	-	-	-	435
Disposals		(10,464)	(247)	(1,904)	-	(12,615)
At 31 December 2023		12,133	1,133	9,417	3,216	25,899
Accumulated amortisation
At 1 January 2022		17,562	769	10,899	3,216	32,446
Amortisation charge for the year		1,136	99	422	-	1,657
Disposals		(197)	-	-	-	(197)
Exchange differences		21	-	-	-	21
At 31 December 2022		18,522	868	11,321	3,216	33,927
Amortisation charge for the year		931	78	-	-	1,009
Disposals		(10,457)	(198)	(1,904)	-	(12,559)
At 31 December 2023		8,996	748	9,417	3,216	22,377
Net book value at 31 December 2023		3,137	385	-	-	3,522
Net book value at 31 December 2022		2,099	512	-	-	2,611
Net book value at 1 January 2022		2,069	611	422	-	3,102

 

During the year, the Group performed a detailed review of the fixed asset register which identified a number of historical fully amortised assets that are no longer in use by the business, and therefore these assets were disposed of in continuing operations. The disposed assets had a net book value of £nil (2022: £nil).

During the year, the Group disposed of intangible assets totalling a net book value of £56,000, resulting in a loss on disposal of £56,000 in discontinued operations. This has been recognised in the consolidated statement of comprehensive income in discontinued operations.

The £56,000 loss on disposal of intangible assets in discontinued operations resulted from the disposal relating to the Really B2B business. In December 2023, the Group disposed of the Really B2B branding with a net book value of £49,000 for £nil proceeds, resulting in a loss of £49,000. Customer relationships recognised on the acquisition of the Really B2B business in 2017 with a net book value of £nil were disposed. Really B2B computer software assets were disposed at a net book value of £7,000 resulting in a loss of £7,000. These disposals were effected in line with the closure of the Really B2B brand within Xeim in line with the Group's strategy to prioritise higher quality revenue and profit margin growth.

Amortisation of intangible assets is included in net operating expenses in the consolidated statement of comprehensive income. The amortisation charge in continuing operations is £977,000 (2022: £1,626,000) and in discontinued operations is £32,000 (2022: £31,000). Amortisation on acquired intangible assets from business combinations is presented as an adjusting item in note 4 (see note 1(b) for further information). Total amortisation of £78,000 (2022: £521,000) on such assets is all amortisation on assets in the asset groups 'Brands and publishing rights' and 'Customer relationships'. These total amounts relate to continuing operations £47,000 (2022: £490,000) and discontinued operations £31,000 (2022: £31,000) as shown in note 4.

Other intangible assets are tested annually for impairment in accordance with IAS 36 at a segment level by comparing the carrying value with its recoverable amount (see note 10 for further details). No impairment was recognised in the current year or prior year.

The Company has no intangible assets (2022: £nil).

 

12 Property, plant and equipment

		Fixtures and fittings £'000	Computer equipment £'000	ROU assets - property £'000	Total £'000
Cost
At 1 January 2022		73	1,098	6,057	7,228
Additions - separately acquired		21	273	-	294
Remeasurement		-	-	(120)	(120)
Disposals		-	(21)	(5,937)	(5,958)
Exchange differences		-	2	-	2
At 31 December 2022		94	1,352	-	1,446
Additions - separately acquired		40	71	2,861	2,972
Disposals		(64)	(504)	-	(568)
At 31 December 2023		70	919	2,861	3,850
Accumulated depreciation
At 1 January 2022		61	840	3,843	4,744
Depreciation charge for the year		7	170	2,094	2,271
Disposals		-	(21)	(5,937)	(5,958)
Exchange differences		-	2	-	2
At 31 December 2022		68	991	-	1,059
Depreciation charge for the year		9	170	954	1,133
Disposals		(64)	(504)	-	(568)
At 31 December 2023		13	657	954	1,624
Net book value at 31 December 2023		57	262	1,907	2,226
Net book value at 31 December 2022		26	361	-	387
Net book value at 1 January 2022		12	258	2,214	2,484

 

In the current year, the Group disposed of computer equipment and fixtures and fittings that are no longer in use by the business. The disposed assets had a net book value of £nil (2022: £nil).

Depreciation of property, plant and equipment is included in net operating expenses in the consolidated statement of comprehensive income. The current year depreciation charge is £1,133,000 (2022: £2,271,000).

In the prior year, depreciation of the ROU asset included £243,000 termination fee which was included in the cost of the ROU asset in the remeasurement on the agreement of the lease termination (see note 19). This £243,000 was presented as an adjusting item in note 4 and the remaining depreciation charge of £2,028,000 was in Adjusted Results.

The Company has no property, plant and equipment at 31 December 2023 (2022: £nil).

 

13 Investments

	Company	Investments in subsidiary undertakings £'000
	Cost
	At 1 January 2022	151,548
	Additions	374
	At 31 December 2022	151,922
	Additions	552
	At 31 December 2023	152,474
Accumulated impairment
	At 1 January 2022, 31 December 2022 and 31 December 2023	86,393
	Net book value at 31 December 2023	66,081
	Net book value at 31 December 2022	65,529
	Net book value at 1 January 2022	65,155

 

Impairment testing of the investment

The carrying value of the investment represents the Company's direct ownership of Centaur Communications Limited ('CCL'). At 31 December 2023, the investment was tested for impairment in accordance with IAS 36. In assessing whether an impairment of the investment is required, the carrying value of the investment is compared with its recoverable amount. The recoverable amount is measured based on value-in-use ('VIU'). Although the Company only has direct ownership of CCL, CCL in turn directly or indirectly controls the rest of the Group's subsidiaries. Therefore, the VIU of the Company's investment in CCL is supported by the operations of the entire Group.

In the prior year, the UK's economic uncertainty throughout 2022 was identified as an indication of impairment of the Company's investment carrying value. Therefore, a full impairment assessment was performed. The results of the impairment assessment and sensitivities applied indicated that no impairment to the Company's investment in CCL was required for the year ended 31 December 2022 as the carrying value of the investment was supported by the underlying trade of the Group.

In the current year, the UK's ongoing economic uncertainty throughout 2023 has been identified as an indication of impairment of the Company's investment carrying value. Therefore, a full impairment assessment has been performed.

The Group estimates the VIU using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 10.8% (2022: 9.9%). The discount rate used is consistent with the Group's weighted average cost of capital.

The key assumptions used in calculating VIU are revenue growth, margin, adjusted¹ EBITDA growth, discount rate and the terminal growth rate. These have been derived from a combination of experience and management's expectations of future growth rates in the business. The Group has used the four-year plan forecast to 2027 for the first four years of the calculation and applied a terminal growth rate of 2.5% (2022: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group's revenue. The four-year plan forecast to 2027 has been prepared brand by brand on a bottom-up basis following a review of the business where management has identified higher quality revenue streams for growth and focus, which will deliver the targets set out below, and conversely which areas of the business will be de-prioritised. Overall the four-year plan forecast to 2027 assumes continued profit growth reflecting top line expansion in key brands, while managing the impact of projected inflationary pressures.

Sensitivities are applied to each of the key assumptions and variables in isolation and in combination, in line with those sensitivities applied for goodwill impairment testing as outlined in note 10. As required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible changes in the assumptions.

The results of the impairment assessment and sensitivities applied indicate that no impairment to the Company's investment in CCL is required for the year ended 31 December 2023.

Additions of £552,000 (2022: £374,000) related to capital contributions for share-based payments recharged to the Company's subsidiaries.

In order to simplify the Group structure, the process to close dormant companies commenced during 2021.

The Group dissolved the following subsidiaries during the current year:

Name	Proportion of ordinary shares and voting rights held (%)	Principal activities	Country of incorporation	Date of closure
Chiron Communications Limited	100	Dormant	United Kingdom	11 January 2023
Taxbriefs Holdings Limited	100	Dormant	United Kingdom	4 April 2023

At 31 December 2023, the Group has control over the following subsidiaries:

Name	Proportion of ordinary shares and voting rights held (%)	Principal activities	Country of incorporation
Centaur Communications Limited 1	100	Holding company and agency services	United Kingdom
Centaur Media USA Inc.2	100	Digital information services	United States
E-consultancy LLC 2	100	Holding company	United States
E-consultancy.com Limited	100	Digital information services	United Kingdom
Market Makers Incorporated Limited3	100	In liquidation	United Kingdom
TheLawyer.com Limited	100	Digital information services	United Kingdom
Xeim Limited	100	Digital information services	United Kingdom

¹     Directly owned by Centaur Media Plc.

²     Registered address is 244 Fifth Avenue, Suite 1297, New York, NY 10001, USA. Functional currency is USD.

³     Market Makers Incorporated Limited was liquidated on 14 January 2024.

 

The registered address of all subsidiary companies, except for those identified above, is 10 York Road, London, SE1 7ND, United Kingdom. The functional currency of all subsidiaries is GBP except for those identified above. The consolidated financial information incorporates the financial information of all entities controlled by the Company at 31 December 2023.

 

14 Deferred tax

The movement on the deferred tax account for the Group is shown below:

	Accelerated capital allowances £'000	Other temporary differences £'000	Tax losses £'000	Total £'000
Net asset at 1 January 2022	710	159	1,491	2,360
Adjustments in respect of prior periods	13	23	(63)	(27)
Recognised in the consolidated statement of comprehensive income	(443)	268	(738)	(913)
Recognised in the consolidated statement of changes in equity	-	233	-	233
Net asset at 31 December 2022	280	683	690	1,653
Adjustments in respect of prior periods	(115)	(1)	1,872	1,756
Recognised in the consolidated statement of comprehensive income	(396)	173	(948)	(1,171)
Recognised in the consolidated statement of changes in equity	-	(292)	-	(292)
Net asset at 31 December 2023	(231)	563	1,614	1,946

 

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.

 

	2023 £'000	2022 £'000
Deferred tax assets	2,177	1,673
Deferred tax liabilities	(231)	(20)
	1,946	1,653

 

At the year end, the Group has unused tax losses of £6,454,000 (2022: £2,935,000) available for offset against future profits. A deferred tax asset of £1,614,000 (2022: £690,000) has been recognised in respect of £6,454,000 (2022: £2,935,000) of such tax losses.

In line with the Group's strategy to focus on profit margin growth, the Group has been profitable since 2021 and continuation of this profitable position is reflected in the Group's four-year plan forecast to 2027. The Group has concluded that the deferred tax asset will be recoverable using the estimated future taxable profit based on the four-year plan forecast to 2027. This forecast was used in the impairment assessments performed for goodwill and investments. Refer to notes 10 and 13 for further details. The Group generated taxable profits in 2023 and is expected to generate taxable profits from 2024 onwards. The losses can be carried forward indefinitely and have no expiry date as long as the companies that have the losses continue to trade.

The Company has deferred tax assets on share options under long-term incentive plans and unused tax losses totalling £1,082,000 at 31 December 2023 (2022: £375,000).

Deferred tax assets and liabilities are expected to be materially utilised after 12 months.

 

15 Trade and other receivables

	Note	2023 Group £'000	2022 Group £'000	2023 Company £'000	2022 Company £'000
Amounts falling due within one year
Trade receivables	26	3,744	4,348	-	-
Less: expected credit loss	26	(188)	(537)	-	-
Trade receivables - net		3,556	3,811	-	-
Other receivables		126	430	23	34
Prepayments		1,107	916	113	102
Accrued income		300	200	-	-
		5,089	5,357	136	136

 

		2023 Group £'000	2022 Group £'000	2023 Company £'000	2022 Company £'000
Amounts falling due after one year
Other receivables		166	27	4	27
Receivable from Employee Benefit Trust		-	-	875	1,198
		166	27	879	1,225

 

The receivable from Employee Benefit Trust is unsecured, has no fixed due date and does not bear interest.

Other receivables falling due after one year include £162,000 (2022: £278,000 amount falling due within one year) in relation to a deposit on the London property lease which is fully refundable at the end of the lease term. The previous London property lease ended on 31 December 2022 and the Group was fully refunded for this deposit in 2023. The Group signed a new lease agreement commencing 1 January 2023. Refer to note 19 for further detail.

 

16 Cash and cash equivalents

	2023 Group £'000	2022 Group £'000
Cash at bank and in hand	1,996	7,501

 

The Company had no cash and cash equivalents at 31 December 2023 (2022: £nil).

 

17 Short-term deposits

	2023 Group £'000	2022 Group £'000
Short-term deposits	7,500	8,500

 

The fixed term for these deposits is four months (2022: between four and five months). Interest for these short-term deposits is paid on maturity. Refer to note 6 for further detail.

 

18 Trade and other payables

	2023 Group £'000	2022 Group £'000	2023 Company £'000	2022 Company £'000
Trade payables	1,198	727	-	-
Payables to subsidiaries	-	-	49,056	34,744
Accruals	5,713	7,590	988	1,002
Social security and other taxes	1,003	577	-	-
Other payables	675	758	3	23
	8,589	9,652	50,047	35,769

 

Payables to subsidiaries are unsecured, have no fixed date of repayment and bear interest at an annual rate of 7.44% (2022: 5.68%).

The Directors consider that the carrying amount of the trade payables approximates their fair value.

 

19 Lease liabilities

The lease liability reflected below relates to a property lease, for which a corresponding right-of-use ('ROU') asset is held on the consolidated statement of financial position within property, plant and equipment and detailed in note 12.

	2023 Group £'000	2022 Group £'000
At 1 January	-	2,384
Addition of lease liability	2,861	-
Remeasurement of lease liability	-	(271)
Interest expense	89	51
Cash outflow - lease payments	(973)	(1,921)
Cash outflow - termination fee	-	(243)
At 31 December	1,977	-
Current	952	-
Non-current	1,025	-
At 31 December	1,977	-

 

A new lease agreement was entered into with a commencement date of 1 January 2023, and therefore a lease liability and corresponding ROU asset has been recognised on 1 January 2023. This lease has a term of three years until 31 December 2025, with lease payments/cash outflows of £973,000 for the first year of the lease term, increasing by 3.5% annually thereafter.

The Group had one lease agreement in place during the prior year. In June 2022 an option to extend the lease was exercised, resulting in an increase to the lease liability and a corresponding increase to the ROU asset. Subsequently, in October 2022, an agreement to terminate the lease was signed, bringing the end date forward to 31 December 2022. This changed the lease term judgement previously made, and the lease liability was therefore remeasured. These two remeasurements resulted in the net decrease in lease liability of £271,000. The remeasurement upon agreement to terminate resulted in a proportionate adjustment to the ROU asset and lease liability based on the carrying values at the effective date, resulting in a gain on remeasurement of £151,000. In exiting the lease, the Group incurred a £243,000 termination fee. These were both recognised as adjusting items in the consolidated statement of comprehensive income. Refer to note 1(b) and 4 for further details.

 

20 Deferred income

	2023 Group £'000	2022 Group £'000
Deferred income	8,352	8,885

 

Deferred income arises on contracts with customers where revenue recognition criteria has not yet been met. See note 1(d) for further details. During the year ended 31 December 2023, £8,824,000 (2022: £7,831,000) of the deferred income balance of £8,885,000 at 31 December 2022 (£7,846,000 at 31 December 2021) was recognised as revenue in the consolidated statement of comprehensive income.

 

21 Current tax assets

	2023 Group £'000	2022 Group £'000
Corporation tax receivables	379	165

 

The Company had no corporation tax receivables or payables at 31 December 2023 (2022: £nil).

 

22 Equity

Ordinary shares of 10 pence each	Nominal value £'000	Number of shares
Authorised share capital - Group and Company
At 1 January 2022, 31 December 2022 and 31 December 2023	20,000	200,000,000
Issued and fully paid share capital - Group and Company
At 1 January 2022, 31 December 2022 and 31 December 2023	15,141	151,410,226

 

Deferred shares reserve

The deferred shares reserve represents 800,000 (2022: 800,000) deferred shares of 10 pence each, which carry restricted voting rights and have no right to receive a dividend payment in respect of any financial year.

Reserve for shares to be issued

The reserve for shares to be issued is in respect of equity-settled share-based payment plans. The movements in the reserve for shares to be issued represent the total charges for the year relating to equity-settled share-based payment transactions with employees as accounted for under IFRS 2 less transfers from this reserve to retained earnings for shares exercised or lapsed during the year.

Own shares reserve

The own shares reserve represents the value of shares held as treasury shares and in the Employee Benefit Trust. At 31 December 2023, 4,550,179 (2022: 4,550,179) 10 pence ordinary shares were held in treasury and 1,878,628 (2022: 3,112,784) 10 pence ordinary shares were held in the Employee Benefit Trust.

The Employee Benefit Trust issued 1,887,510 (2022: 201,355) shares to meet obligations arising from share-based rewards to employees that had vested and were exercised in the current year (2022: vested and exercised in 2022). The shares were issued at a historical weighted average cost of 67.6 pence (2022: 105.3 pence) per share. The total cost of £1,276,000 (2022: £212,000) has been recognised as a reduction in the own shares reserve in other reserves in equity.

During 2023, the Employee Benefit Trust purchased 653,354 (2022: 1,249,954) ordinary shares in order to meet future obligations arising from share-based rewards to employees. The shares were acquired at an average price of 49.4 pence per share. The total cost of £322,000 (2022: £604,000) has been recognised in the own shares reserve in equity.

 

23 Share-based payments

The Group's share-based payment expense for the year:

	2023 £'000	2022 £'000
Share-based payment expense	1,095	806

 

The share-based payment expense is presented as an adjusting item in note 4 (see note 1(b) for further information) and is included in net operating expenses in the consolidated statement of comprehensive income.

The Group's share-based payment plans are equity-settled upon vesting.

The share-based payment expense includes social security contributions which are settled in cash upon exercise. £146,000 (2022: £75,000) was charged to the consolidated statement of comprehensive income in relation to employers NI on share-based payment plans and included in accruals on the consolidated statement of financial position.

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. Full details on how the plan operates are included in the Remuneration Report.

During the year LTIP awards were granted to Executive Directors and selected senior management. Details of the performance conditions of these awards are disclosed in the Remuneration Report.

A reconciliation of the movements in LTIP awards is shown below.

	2023	2022
Number of awards
At 1 January	7,334,737	7,664,075
Granted	2,579,381	2,870,942
Exercised	(1,887,510)	(201,355)
Forfeited	(434,081)	(166,057)
Lapsed	-	(2,832,868)
At 31 December	7,592,527	7,334,737
Exercisable at 31 December	-	-
Weighted average share price at date of exercise (pence)	37.44	40.00

 

The awards granted during the year were priced using the following models and inputs:

 

Grant date		12.04.2023
Share price at grant date (pence)		49.00
Weighted average fair value of options (pence)		47.31
Vesting date		12.04.2026
Exercise price (pence)		-
Expected volatility (%)		28.14
Expected dividend yield (%)		-
Risk free interest rate (%)		3.75
Valuation model used		Stochastic

 

Options exercised during the year related to the 2020 LTIP awards that vested during the year (2022: 2019 LTIP awards).

Options forfeited during the year were due to the participants leaving before the vesting date of the options. No options lapsed during the year. Options that lapsed in the prior year did not meet the performance conditions and related to a portion of the 2019 LTIP awards. No options expired during the year (2022: nil).

The share awards outstanding at 31 December 2023 had a weighted average exercise price of £nil (2022: £nil) and a weighted remaining life of 1.2 years (2022: 1.4 years).

Deferred Share Bonus Plan

The Deferred Share Bonus Plan ('DSBP') was approved by the Board in May 2022 and applies to Executive Directors. Under the plan, the portion of their annual bonus greater than 75% of basic salary is deferred in accordance with the Group's remuneration policy into awards in Centaur Media Plc shares. Awards under the DSBP are not subject to further performance conditions and vest after three years, subject to continued employment. Dividend equivalents may be awarded in respect of the DSBP awards on vesting. Further details on how the plan operates is included in the Remuneration Report.

A reconciliation of the movements in DSBP awards is shown below.

	2023	2022
Number of awards
At 1 January	60,593	-
Granted	-	60,593
At 31 December	60,593	60,593
Exercisable at 31 December	-	-
Weighted average share price at date of exercise (pence)	-	-

 

No options were granted during the year. In May 2022, 60,593 shares were awarded to Executive Directors under the DSBP, representing the portion of the 2021 bonus to Executive Directors greater than 75% of their basic salary.

No options were exercised, forfeited or expired during the current and prior year.

The share awards outstanding at 31 December 2023 had a weighted average exercise price of £nil (2022: £nil) and a weighted remaining life of 1.2 years (2022: 2.2 years).

Senior Executive Long-Term Incentive Plan

The Centaur Media Plc 2010 Senior Executive Long-Term Incentive Plan (the 'SELTIP') was introduced during 2011 and was approved by shareholders at the 2010 AGM. This is not an HMRC approved plan and vests over a three-year period with service and performance conditions. Awards were granted under this plan in 2011 for no consideration and no exercise price. This plan closed to new awards in the prior year.

		2023	2022
	Number of awards
At 1 January		-	6,862
Expired		-	(6,862)
At 31 December		-	-
Exercisable at 31 December		-	-
Weighted average share price at date of exercise (pence)		-	-

 

No options were granted, exercised, forfeited or lapsed during the current and prior year.

All options expired during the prior year.

Share Incentive Plan

The Centaur Media Plc Share Incentive Plan (the 'SIP') is an HMRC approved Tax-Advantaged plan, which provides employees with the opportunity to purchase shares in the Company. This plan is open to all employees who have been employed by the Group for more than three months. Employees may invest up to £1,800 per annum (or 10% of their salary if less) in ordinary shares in the Company, which are held in trust. The shares are purchased in open market and are held in trust for each employee. The shares can be withdrawn with tax paid at any time, or tax-free after five years. The Group matches the contribution with a ratio of one share for every two purchased.  Other than continuing employment, there are no other performance conditions attached to the plan.

The Executive Directors are eligible to participate in the Share Incentive Plan, as are all employees of the Group.

		2023	2022
	Number of matching shares
Outstanding at 1 January		75,908	57,495
Awarded		19,752	18,413
Forfeited		(4,941)	-
Sold		(436)	-
Outstanding at 31 December		90,283	75,908

 

24 Dividends

		2023	2022
		£'000	£'000
	Equity dividends
Final dividend for 2021: 0.5 pence per 10 pence ordinary share		-	718
Interim dividend for 2022: 0.5 pence per 10 pence ordinary share		-	718
Special dividend for 2022: 3.0 pence per 10 pence ordinary share		4,312	-
Special dividend for 2022: 2.0 pence per 10 pence ordinary share		2,875	-
Final dividend for 2022: 0.6 pence per 10 pence ordinary share		859	-
	Interim dividend for 2023: 0.6 pence per 10 pence ordinary share	870	-
		8,916	1,436

 

An interim dividend for the six months ended 30 June 2023 of £870,000 (0.6 pence per ordinary share) was paid on 20 October 2023 to all ordinary shareholders on the register as at close of business on 6 October 2023.

A final dividend for the year ended 31 December 2023 of £1,740,000 (1.2 pence per ordinary share) is proposed by the Directors and, subject to shareholder approval at the Annual General Meeting, will be paid on 24 May 2024 to all ordinary shareholders on the register at the close of business on 10 May 2024.

The interim, special and final dividends together resulted in a total dividend pertaining to 2022 of £8,764,000.

 

25 Notes to the cash flow statement

Reconciliation of profit / (loss) for the year to cash generated from operating activities:

		'000	'000	'000		'000
	Note	2023 Group £'000	2022 Group £'000	2023 Company £'000	2022 Company £'000
Profit / (loss) for the year		4,850	2,800	(4,521)	(4,619)
Adjustments for:
Taxation charge / (credit)	7	785	1,005	(1,871)	(1,106)
Finance income	6	(266)	(85)	-	-
Finance costs	6	245	158	3,538	2,001
Depreciation of property, plant and equipment	12	1,133	2,271	-	-
Amortisation of intangible assets	11	1,009	1,657	-	-
Loss on disposal of assets	11	56	-	-	-
Gain on remeasurement of lease	19	-	(151)	-	-
Share-based payment expense	23	1,095	806	534	424
Unrealised foreign exchange differences		29	(145)	-	-
Changes in working capital:
Decrease / (increase) in trade and other receivables		25	1,002	311	(17)
(Decrease) / increase in trade and other payables		(1,125)	(1,955)	11,094	4,824
(Decrease) / increase in deferred income		(533)	1,039	-	-
Cash generated from operating activities		7,303	8,402	9,085	1,507

 

Reconciliation of movements of liabilities and associated assets to cash flows arising from financing activities:

	Note	Group and Company Net borrowings  £'000	Group Lease liability £'000
At 1 January 2022		72	(2,384)
Changes from financing cash flows:
Finance costs paid	6	71	-
Repayment of obligations under finance leases	19	-	1,921
Termination of lease	19	-	243
		71	2,164
Other changes:
Finance costs	6	(105)	(51)
Remeasurement of lease liability	19	-	271
Extension fee on revolving credit facility	26	20	-
		(85)	220
Balance at 31 December 2022		58	-
Changes from financing cash flows:
Finance costs paid	6	73	-
Extension fee on revolving credit facility	26	20
Repayment of obligations under finance leases	19	-	973
		93	973
Other changes:
Finance costs	6	(106)	(89)
Addition of lease liability	19	-	(2,861)
Extension fee on revolving credit facility	26	(20)	-
		(126)	(2,950)
Balance at 31 December 2023		25	(1,977)

 

Net borrowings is comprised of a loan arrangement fee debtor of £28,000 (2022: £61,000) presented within other receivables and a commitment fee creditor of £3,000 presented within other payables (2022: £3,000). The movements of this asset and liability together give rise to cash flows from financing activities relating to the £10m revolving credit facility.

 

26 Financial instruments and financial risk management

Financial risk management

The Board has overall responsibility for the determination of the Group's risk management policies. The Board receives monthly reports from the Chief Financial Officer through which it reviews the effectiveness of policies and processes put in place to manage risk. The Board sets policies that reduce risk as far as possible without unduly affecting the operating effectiveness of the Group.

 

The Group's activities expose it to a variety of financial risks, including interest rate risk, credit risk, liquidity risk, capital risk and currency risk. Of these, credit risk and liquidity risk are considered the most significant. This note presents information about the Group's exposure to each of the above risks.

 

Categories of financial instruments

Details of the material accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1(m). All financial assets and liabilities are measured at amortised cost.

	Note	2023 £'000	2022 £'000
Financial assets
Cash and cash equivalents	16	1,996	7,501
Short-term deposits	17	7,500	8,500
Trade receivables - net	15	3,556	3,811
Other receivables	15	292	457
		13,344	20,269
Financial liabilities
Lease liability	19	1,977	-
Trade payables	18	1,198	727
Accruals	18	5,713	7,590
Other payables	18	675	758
		9,563	9,075

 

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The carrying amount of financial assets recorded in the financial information, which is net of impairment losses, represents the Group's maximum exposure to credit risk in relation to financial assets. Credit risk is managed on a Group basis. The Group does not consider that it is subject to any significant concentrations of credit risk.

 

Trade receivables

Trade receivables consist of a large number of customers, of varying sizes and spread across diverse industries and geographies. The Group does not have significant exposure to credit risk in relation to any single counterparty or group of counterparties having similar characteristics. The Group's exposure to credit risk is influenced predominantly by the circumstances of individual customers as opposed to industry or geographic trends.

The business assesses the credit quality of customers based on their financial position, past experience and other qualitative and quantitative factors. The Group's policy requires customers to pay in accordance with agreed payment terms, which are generally 30 days from the date of invoice. Under normal trading conditions, the Group is exposed to relatively low levels of risk and potential losses are mitigated as a result of a diversified customer base and the requirement for events and certain premium content subscription invoices to be paid in advance of service delivery.

The credit control function within the Group's finance department monitors the outstanding debts of the Group and trade receivable balances are analysed by the age and value of outstanding balances. 

Any trade receivable balance which is objectively determined to be uncollectible is written off the ledger, with a charge taken through the consolidated statement of comprehensive income. The Group also records an allowance for the lifetime expected credit loss on its trade receivables balances under the simplified approach as mandated by IFRS 9. The impairment model for trade receivables, under IFRS 9, requires the recognition of impairment provisions based on expected lifetime credit losses rather than only incurred ones. All balances are reviewed with those greater than 90 days past due considered to carry a higher level of credit risk. Refer to note 1(m)(ii) for further details on the approach to allowance for expected credit losses on trade receivables.

The allowance for expected lifetime credit losses, and changes to it, are taken through administrative expenses in the consolidated statement of comprehensive income.

The ageing of trade receivables according to their original due date is detailed below:

	2023 Gross £'000	2023 Provision £'000	2022 Gross £'000	2022 Provision £'000
Not due	2,656	(4)	2,971	(45)
0-30 days past due	390	(2)	488	(15)
31-60 days past due	138	(2)	141	(9)
61-90 days past due	82	(2)	74	(9)
Over 90 days past due	478	(178)	674	(459)
	3,744	(188)	4,348	(537)

 

In making the assessment that unprovided trade receivables are not impaired, the Directors have considered the quantum of gross trade receivables which relate to amounts not yet included in income, including amounts in deferred income and amounts relating to VAT. The credit quality of trade receivables not impaired has been assessed as acceptable. 

The movement in the allowance for expected credit losses on trade receivables is detailed below:

	2023 Continuing Group £'000	2023 Discontinued Group £'000	2023 Total Group £'000	Re-presented2 2022 Continuing Group £'000	Re-presented2 2022 Discontinued Group £'000	Re-presented2 2022 Total Group £'000
Balance at 1 January	405	132	537	427	137	564
Utilised	(167)	(66)	(233)	(15)	(3)	(18)
Release	(106)	(5)	(111)	(29)	(2)	(31)
Exchange differences	(5)	-	(5)	22	-	22
Balance at 31 December	127	61	188	405	132	537

 

The Group's policy requires customers to pay in accordance with agreed payment terms which are generally 30 days from the date of invoice or in the case of live events related revenue no less than 30 days before the event. All credit and recovery risk associated with trade receivables has been provided for in the consolidated statement of financial position. The Group's policy for recognising an impairment loss is given in note 1(m)(ii). Impairment losses are taken through administrative expenses in the consolidated statement of comprehensive income.

The Directors consider the carrying value of trade and other receivables approximates to their fair value.   

Cash and cash equivalents and short-term deposits

Banks and financial institutions are independently rated by credit rating agencies. We choose only to deal with those with a minimum 'A' rating. We determine the credit quality for cash and cash equivalents and short-term deposits to be strong.

Other receivables

Other receivables are neither past due nor impaired. These are primarily made up of sundry receivables, including employee-related debtors and receivables in respect of distribution arrangements.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by maintaining adequate reserves and working capital credit facilities, and by continuously monitoring forecast and actual cash flows. Since March 2021, the Group has had a multi-currency revolving credit facility with NatWest. The facility consists of a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group's working capital and general corporate needs. In February 2024, the Group took the option to extend the facility for one year and the facility now runs to 31 March 2026. As at 31 December 2023, the Group had cash of £1,996,000 (2022: £7,501,000) and short-term deposits of £7,500,000 (2022: £8,500,000) with a full undrawn loan facility of £25,000,000 (2022: full undrawn loan facility of £25,000,000).

The following tables detail the financial maturity for the Group's financial liabilities:

	Book value £'000	Fair value £'000	Less than 1 year £'000	2-5 years £'000
At 31 December 2023
Financial liabilities
Interest bearing	1,977	1,977	952	1,025
Non-interest bearing	7,586	7,586	7,586	-
	9,563	9,563	8,538	1,025
At 31 December 2022
Financial liabilities
Non-interest bearing	9,075	9,075	9,075	-
	9,075	9,075	9,075	-

 

The Directors consider that book value is materially equal to fair value.

The book value of primary financial instruments approximates to fair value where the instrument is on a short maturity or where they bear interest at rates that approximate to the market.

The following table details the level of fair value hierarchy for the Group's financial assets and liabilities:

Financial Assets	Financial Liabilities
Level 1	Level 3
Cash and cash equivalents	Lease liabilities
Short-term deposits	Trade payables
Level 3	Accruals
Trade receivables - net	Other payables
Other receivables	Borrowings*

*Borrowings are purely in relation to the Group's revolving credit facility which is discussed above. The amount drawn down from this facility at 31 December 2023 was £nil (2022: £nil).

All trade and other payables are due for payment in one year or less, or on demand.

Interest rate risk

The Group's financial assets are not significant interest-bearing assets. The Group is exposed to interest rate risk when it borrows funds at floating interest rates through its revolving credit facility. Borrowings issued at variable rates expose the Group to cash flow interest rate risk.  The Group evaluates its risk appetite towards interest rate risks regularly to manage interest rate risk in relation to its revolving credit facility if deemed necessary.

The Group did not enter any hedging transactions during the current or prior year and as at 31 December 2023 the only floating rate to which the Group was exposed was SONIA. The Group's exposure to interest rates on financial assets and financial liabilities is detailed in the liquidity risk section of this note.

 

Interest rate sensitivity

The Group has not drawn down from its revolving credit facility in the current year or prior year therefore a sensitivity analysis has not been performed.

Capital risk

The Group manages its capital to ensure that all entities in the Group will be able to continue as a going concern while maximising return to shareholders, as well as sustaining the future development of the business.

The capital structure of the Group consists of net cash, which includes cash and cash equivalents (note 16), short-term deposits (note 17) and equity attributable to the owners of the parent, comprising issued share capital (note 22), other reserves and retained earnings. The Board also considers the levels of own shares held for employee share plans and the ability to issue new shares for acquisitions, in managing capital risk in the business.

Since March 2021, the Group has benefited from its banking facility with NatWest, which featured a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group's working capital and general corporate needs. In February 2024, the Group took the option to extend the facility for one year and the facility now runs to 31 March 2026. Interest is calculated on SONIA plus a margin dependent on the Group's net leverage position, which is re-measured quarterly in line with covenant testing. The Group's borrowings are subject to financial covenants tested quarterly. The principal financial covenants under the facility are that the ratio of net debt to EBITDA shall not exceed 2.5:1 and the ratio of EBITDA to net finance charges shall not be less than 4:1. At no point during the current year or prior year did the Group breach its covenants.

Currency risk

Substantially all the Group's net assets are in the United Kingdom. Most of the revenue and profits are generated in the United Kingdom and consequently foreign exchange risk is limited. The Group continues to monitor its exposure to currency risk, particularly as the business expands into overseas territories such as North America, however the results of the Group are not currently considered to be sensitive to movements in currency rates.

 

27 Pension schemes

The Group contributes to individual and collective money purchase pension schemes in respect of Directors and employees once they have completed the requisite period of service. The charge for the year in respect of these defined contribution schemes is shown in note 5. Included within other payables is an amount of £90,000 (2022: £92,000) payable in respect of the money purchase pension schemes.

 

28 Capital commitments

At 31 December 2022, the Group had signed a lease agreement for a London property with a commencement date of 1 January 2023. This lease has a term of three years until 31 December 2025, with lease payments/cash outflows of £973,000 for the first year of the lease term, increasing by 3.5% annually thereafter. There is a deposit for the new London property lease which will be payable from the commencement date of 1 January 2023 of £162,000. This is fully refundable at the end of the lease term. This lease has now been recognised in the consolidated statement of financial position as at 31 December 2023 accordingly within property, plant and equipment (note 12), trade and other receivables (note 15) and lease liabilities (note 19).

There are no capital commitments as at 31 December 2023.

 

29 Related party transactions

Group

Key management compensation is disclosed in note 5. There were no other material related party transactions for the Group in the current or prior year.

Company

The Company had the following transactions with subsidiaries and related parties during the year.

i) Interest

During the year, interest was recharged from subsidiary companies as follows:

	2023	2022
	£'000	£'000
Net interest payable	3,432	1,896

 

There were no borrowings at the end of the year (2022: £nil).

The balances outstanding with subsidiary companies are disclosed in note 18.

ii) Dividends

During both the current and prior year, the Company did not receive any dividends from its subsidiaries.

iii) Employee Benefit Trust

The assets and liabilities of the Employee Benefit Trust are comprised in the consolidated statement of financial position. Transactions between the Employee Benefit Trust and the Company are detailed in notes 22 and 23. Details of the Company's receivable from the Employee Benefit Trust is in note 15.

There were no other material related party transactions for the Company in the current or prior year.

Audit exemption

For the year ended 31 December 2023, the Company has provided a guarantee pursuant to sections 479A-C of Companies Act 2006 over the liabilities of the following subsidiaries and, as such, they are exempt from the requirements of the Act relating to the audit of individual financial statements, or preparation of individual financial statements, as appropriate, for this financial year.

 

Name	Company number	Outstanding liabilities £'000
Centaur Communications Limited	01595235	24,696
Econsultancy.com Limited	04047149	201
Market Makers Incorporated Limited1	05063707	-
TheLawyer.com Limited	11491880	3,027
Xeim Limited	05243851	8,480

¹ Market Makers Incorporated Limited was liquidated on 14 January 2024.

See note 13 for changes to subsidiary holdings during the year.

30 Events after the reporting date

No material events have occurred after the reporting date.

 

FIVE YEAR RECORD (UNAUDITED)

	2019*	2020*	2021*	Re-presented2 2022	2023
Revenue (£m)	39.6	32.4	39.1	38.4	37.3
Operating (loss) / profit (£m)	(7.8)	(2.3)	1.6	3.5	6.1
Adjusted operating (loss) / profit (£m)	(1.2)	-	3.2	4.9	7.6
Adjusted operating (loss) / profit margin	(3%)	-	8%	13%	20%
(Loss) / profit before tax (£m)	(8.1)	(2.6)	1.4	3.5	6.1
Adjusted (loss) / profit before tax (£m)	(1.5)	(0.3)	3.0	4.9	7.6
Adjusted diluted EPS (pence)	0.3	0.3	1.9	2.5	4.2
Ordinary dividend per share (pence)	1.5	0.5	1.0	1.1	1.8
Special dividend per share (pence)	2.0	-	-	5.0	-
Net operating cash flow (£m)	4.7	2.1	9.5	8.4	5.8
Average permanent headcount (FTE)	317	282	264	237	233
Revenue per head (£'000)	125	115	148	162	160

 

Revenue from continuing operations by type	2019* £m	2020* £m	2021* £m	Re-presented2 2022 £m	2023 £m
Premium Content	14.4	13.2	12.9	14.7	15.2
Training and Advisory	7.6	8.5	12.6	14.4	14.8
Marketing Services	4.3	2.9	3.3	-	-
Events	6.4	2.5	3.8	4.6	3.9
Marketing Solutions	4.6	4.2	5.0	3.5	2.3
Recruitment Advertising	2.3	1.1	1.5	1.2	1.1
	39.6	32.4	39.1	38.4	37.3

 

Other	2019* £m	2020* £m	2021* £m	Re-presented2 2022 £m	2023 £m
Goodwill and other intangible assets	61.2	46.1	44.2	43.8	44.7
Other assets and liabilities	(9.4)	(7.2)	(10.2)	(11.0)	(9.1)
Net assets before net cash	51.8	38.9	34.0	32.8	35.6
Net cash	9.3	8.3	13.1	16.0	9.5
Total equity	61.1	47.2	47.1	48.8	45.1

² See note 1(a) for description of the prior year re-presentation.

* 2019 - 2021 have not been re-presented with regards to discontinued operations relating to the closure of the Really B2B and Design Week brands in 2023. 2022 has been re-presented for discontinued operations in line with the comparatives disclosed in this financial information.

 

DIRECTORS, ADVISERS AND OTHER CORPORATE INFORMATION

Company registration number

04948078

 

Incorporated / domiciled in

England and Wales

 

Registered office
10 York Road
London
SE1 7ND
United Kingdom

 

Directors

Colin Jones (Chair)
Swagatam Mukerji (Chief Executive Officer)
Simon Longfield (Chief Financial Officer)
William Eccleshare
Carol Hosey
Leslie-Ann Reed

Richard Staveley

 

Company Secretary

Helen Silver

 

Independent Auditor

Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

 

Registrars

Share Registrars Limited
3 The Millennium Centre

Crosby Way

Farnham

Surrey

GU9 7XX

 

External Lawyers

Dechert LLP
160 Queen Victoria Street
London
EC4V 4QQ

 

Brokers

Investec Bank plc

Singer Capital Markets