TIDMCAU
RNS Number : 5090V
Centaur Media PLC
24 July 2018
24 July 2018
Centaur Media Plc
Interim results for the 6 months ended 30 June 2018
Further operational progress gives confidence that Centaur will
meet its full-year Board expectations for earnings growth
Centaur Media Plc ("Centaur"), a leading business to business
information, intelligence and events group, is today publishing its
interim results for the 6 months ended 30 June 2018.
Financial Highlights
Continuing operations(1)
GBPm HY 2018 HY2017 % Change
----------------------- --------- ------- ---------
Revenue 38.8 33.9 14.5%
Comparable(2) Revenue 38.8 39.9 (2.8%)
Adjusted(3) operating
profit 2.6 2.0 30.0%
Adjusted(3) operating
margin 6.7% 5.9% 0.8%
Profit/(loss) after
taxation 0.5 (0.9) -
----------------------- --------- ------- ---------
Statutory revenues up 14.5% to GBP38.8m with strong contribution
from MarketMakers; comparable(2) revenues down 2.8%
-- MarketMakers up 9.7% year-on-year in H1 including a 25% increase at Really marketing agency
-- Non-advertising revenues now account for 84% of total revenues (2017: 83%)
-- Premium content revenues (GBP8.6m in H1) will benefit in the second half from product launches
-- Our 'Big Four' events contributed revenues of GBP7.4m in H1, up 8% on comparable2 basis. Strong performance and
forward bookings for 2019, up 24%
-- The Lawyer increased H1 revenues by 5% on the back of good subscription growth
Adjusted(3) operating profit up 30% to GBP2.6m (2017: GBP2.0m);
adjusted(3) operating margin of 6.7% (2017: 5.9%)
Statutory operating profit of GBP0.7m (2017: loss GBP0.6m on
continuing operations(3) )
Net cash of GBP1.8m at 30 June 2018 (2017: GBP4.1m)
Interim dividend maintained at 1.5p (2017: 1.5p)
Andria Vidler, Chief Executive, commented:
"Centaur has made a solid start to the year with a good
contribution from MarketMakers and The Lawyer continuing to be
successful in generating premium content revenues. Strong forward
bookings from our major events coupled with product launches in the
second half from Econsultancy and Celebrity Intelligence, give the
Board confidence that Centaur's full-year performance will meet its
expectations for earnings growth. We are continuing to take the
steps to transform Centaur into a more resilient and focused
business."
Enquiries
Centaur Media Plc
Andria Vidler, Chief Executive Officer 020 7970 4000
Swag Mukerji, Chief Financial Officer
Teneo Blue Rubicon 020 7420 3144
Paul Durman/Rosie Oddy/Rebecca Hislaire
Note to editors
Centaur Media is a leading business to business information,
intelligence and events group that inspires and enables people to
excel at what they do, raising the standard for market insight,
interaction and impact.
Leading brands include: Econsultancy, Marketing Week, Festival
of Marketing, MarketMakers, Creative Review, Celebrity
Intelligence, Fashion & Beauty Monitor, Money Marketing,
Platforum, The Lawyer, Employee Benefits, The Engineer, Subcon,
Oystercatchers, the Business Travel Show and The Meetings Show.
(1) Continuing operations excludes the Home Interest titles, which
were sold on 1(st) August 2017.
(2) Comparable revenues adjust for the impact of the AMS exhibition
because it is biennial , excludes Home Interest and Corporate Advisor
in 2017 because they were disposed of and includes MarketMakers for
a full year of 2017 as if it had been on acquired on 1(st) January
2017. MarketMakers was acquired in August 2017.
(3) Adjusted results exclude adjusting items, as detailed in note
4.
(4) For reconciliation of adjusted operating cash flow see page 4.
(5) Cash conversion is calculated as adjusted operating cash flow
/ adjusted operating profit excluding depreciation and amortisation
charges.
(6) For reconciliation of net debt to statutory measures see Consolidated
Cash Flow Statement on page 15.
(7) Free cash flow is adjusted operating cash flow less the cash
impact of exceptional items, taxation and interest and finance leases.
---------------------------------------------------------------------------
Overview of Group Performance
Centaur has made good progress in its transformation to become a
leading B2B information, intelligence and events group that
advises, informs and connects business professionals. This has been
achieved through the Group's development of market-leading products
and services combined with selective acquisitions that have
broadened and improved our customer proposition. This strategy has
strengthened Centaur and leaves the Group well-placed to support
our clients in accelerating their business performance.
To reduce our exposure to volatile and declining advertising
revenues, Centaur has pursued a strategy to build a portfolio of
high-value, digital premium content products. Centaur is focused on
the delivery of valuable insight, data and events which enable us
to improve the quality and growth of our earnings.
The pressure on advertising revenues has moderated in comparison
with prior years, with display advertising revenues flat against
the first half of 2017. At the end of the current financial year,
we expect Centaur's print advertising exposure to be less than 5%
of Group revenue.
Trading summary
The Group's trading results are as follows: -
Six months
Six months ended (continuing
ended operations) Reported Comparable(2)
30 June 2018 30 June 2017 growth growth
Unaudited Unaudited % %
---------------------------- ------------- ------------------- --------- --------------
Revenue (GBPm) 38.8 33.9 14.5% (2.8)
---------------------------- ------------- ------------------- --------- --------------
Operating profit / (loss)
(GBPm) 0.7 (0.6) - -
---------------------------- ------------- ------------------- --------- --------------
Adjusted(3) operating
profit (GBPm) 2.6 2.0 30.0% -
---------------------------- ------------- ------------------- --------- --------------
Adjusted(3) operating
profit margin 6.7% 5.9% 0.8% -
---------------------------- ------------- ------------------- --------- --------------
Adjusted(3) profit before
tax (GBPm) 2.5 1.8 38.9% -
---------------------------- ------------- ------------------- --------- --------------
Profit / (Loss) before
tax (GBPm) 0.6 (0.8) - -
---------------------------- ------------- ------------------- --------- --------------
Diluted earnings / (loss)
per share (pence) 0.3 (0.7) - -
---------------------------- ------------- ------------------- --------- --------------
Adjusted(3) diluted
EPS (pence) 1.3 0.9 44.4% -
---------------------------- ------------- ------------------- --------- --------------
Dividend per share (pence) 1.5 1.5 - -
---------------------------- ------------- ------------------- ---------
Adjusted operating cash
flow(4) (GBPm) 2.4 9.0 (73.3) -
---------------------------- ------------- ------------------- --------- --------------
Cash conversion(5) 80% 165% (87%) -
---------------------------- ------------- ------------------- --------- --------------
Revenue grew by GBP4.9m to GBP38.8m in the period, primarily
driven by a full six months of revenue from MarketMakers in 2018.
In 2017, the Home Interest portfolio was disclosed as
discontinuing, meaning its revenue was excluded from the GBP33.9m
of revenue reported in 2017.
Revenue has fallen 2.8% on comparable(2) basis reflecting lower
premium content and consultancy sales, primarily at Econsultancy
and Oystercatchers. Training services grew 5.7%, driven by a strong
performance from the Mini MBA with a 221% increase in half one
delegate numbers against last year.
Advertising revenue has continued to decline, down 4.8% year on
year on a comparable(2) basis. This has been driven entirely by
continued challenges in the recruitment advertising market whilst
other advertising revenue streams have now stabilised.
Our new lead generation service revenue streams provided by
MarketMakers have continued to grow strongly with comparable(2)
revenue growth of 10%.
Adjusted(3) operating profits of GBP2.6m (2017: GBP2.0m)
increased by GBP0.6m with margins increasing from 5.9% to 6.7%
reflecting strong cost control across the Group.
Deferred revenues at 30 June 2018 of GBP13.5mwere 6.2% higher
than the prior year excluding Home Interest. Adjusting for the
impact of event phasing and the acquisition of MarketMakers,
underlying deferred income was 3.2% lower with strong growth at The
Lawyer being impacted by decline at Econsultancy.
Net cash has fallen to GBP1.8m from GBP4.1m at the end of
December 2017 and operating cash conversion(5) for the half was 80%
(2017: 165%). The rate of cash collection for invoices has been
strong. We are delighted to report that days sales outstanding have
now fallen to 44 days and have been consistently below 50 days
throughout the period. In 2017, the Group's cash conversion rate of
165% was exceptionally strong due to the continued collection of
aged debtor balances following the disruption experienced during
the second half of 2015 and into the early part of 2016 from the
2015 accounting system change. We now consider the Group to have
returned to normal levels of working capital management. The Group
paid GBP1.8m earnout consideration to MarketMakers in the
period.
Six months ended Six months ended
30 June 2018 30 June 2017
Unaudited Unaudited
GBPm GBPm
------------------------------- ----------------- ------------------
Adjusted operating profit(3) 2.6 4.2
Depreciation and amortisation 1.8 1.8
Movement in working capital (0.9) 4.3
Capital expenditure (1.1) (1.3)
Adjusted operating cash
flow(4) 2.4 9.0
Cash impact of exceptional
items (0.1) (0.3)
Taxation (0.6) (1.1)
Interest and finance leases (0.1) (0.2)
------------------------------- ----------------- ------------------
Free cash flow(7) 1.6 7.4
Acquisitions (1.8) (1.2)
Disposals 0.3 -
------------------------------- ----------------- ------------------
Dividends (2.2) (2.2)
------------------------------- ----------------- ------------------
Share buybacks (0.2) -
------------------------------- ----------------- ------------------
Net cash flow (2.3) 4.0
Opening net cash/(debt) 4.1 (14.1)
------------------------------- ----------------- ------------------
Closing net cash/(debt) 1.8 (10.1)
------------------------------- ----------------- ------------------
Exceptional costs in the first six months of the year were
GBP0.1m (2017: GBP2.8m).
Adjusted(3) diluted EPS for the reporting period was 1.3 pence
(2017: 0.9 pence from continuing operations(1) ). Diluted EPS for
the reporting period was 0.3 pence (2017: (0.7) pence from
continuing operations(1) ).
Segmental review
Revenue and adjusted(3) operating profit for the six months
ended 30 June, together with reported and comparable(2) growth
rates across each segment, are set out below.
Six months
Six months ended ended Reported Comparable(2)
30 June 2018 30 June 2017 growth growth
Unaudited Unaudited
GBPm GBPm % %
-------------- --------------------------------------- ---------------------------------------------------- --------- --------------
Marketing
Revenue 21.0 15.5 35.5% (4.6%)
Adjusted(3)
operating
profit 0.8 0.8 -
Adjusted(3)
operating
margin 3.8% 5.2% (1.4%)
-------------- --------------------------------------- ---------------------------------------------------- --------- --------------
Professional
Revenue 13.4 13.4 - 1.6%
Adjusted(3)
operating
profit 1.2 1.0 20.0%
Adjusted(3)
operating
margin 9.0% 7.5% 1.5%
-------------- --------------------------------------- ---------------------------------------------------- --------- --------------
Financial
Services
Revenue 4.4 5.0 (12.0%) (8.3%)
Adjusted(3)
operating
profit 0.6 0.2 200.0%
Adjusted(3)
operating
margin 13. 6% 4.0% 9.3%
-------------- --------------------------------------- ---------------------------------------------------- --------- --------------
Total
Revenue 38.8 33.9 14.5% (2.8%)
Adjusted(3)
operating
profit 2.6 2.0 30%
Adjusted(3)
operating
margin 6.7% 5.9% 0.8%
-------------- --------------------------------------- ---------------------------------------------------- --------- --------------
Segmental Reviews
Marketing
This segment includes all of the Group's brands that serve the
marketing and creative professions, including Econsultancy,
Marketing Week, Festival of Marketing, Celebrity Intelligence,
Fashion & Beauty Monitor, Design Week, Creative Review,
Oystercatchers and the newly acquired MarketMakers business.
Statutory revenues grew by 35.5% following the acquisition of
MarketMakers in August 2018. On a comparable(2) basis revenue fell
4.6% because of weaker consultancy revenues at Oystercatchers, and
a fall in premium content sales at Econsultancy. Training saw
positive growth in the half year, driven by impressive revenue
growth of 184% at the Mini MBA which saw a significant increase in
delegate numbers for the half one intake.
The fall in advertising revenue has stabilised with
non-recruitment advertising showing a small year on year increase,
driven by growth in Marketing Week digital ads which are up 36%
year on year.
MarketMakers continues to perform well and statutory revenue
growth of 9.7% over comparable(2) numbers for 2017.
Around 27% of this segment's revenues are derived from digital
premium content, with 27% from live events and 11% from
advertising. The remainder of the revenue comes from our lead
generation services provided by MarketMakers. Digital premium
content revenues contributed GBP5.6m (27%) to statutory revenues of
GBP21m.
We are pleased to report strong delegate and sponsorship growth
at the Festival of Marketing, with forward bookings up 26% year on
year.
We moved Creative Review behind a pay-wall in April and have
received a good uptake of subscriptions which will drive further
growth in this brand.
Despite the growth in statutory revenues as a result of the
MarketMakers acquisition, overall adjusted(3) operating profit is
flat year on year, reflecting the declines at Oystercatchers and
Econsultancy, offset by lower central overheads.
Professional
The Professional segment includes four subsidiary markets:
Legal, Engineering, HR and Travel & Meetings. The broad revenue
split across the segment in H1 2018 is 71% live events, 17%
advertising and 12% premium content.
Statutory(3) revenues of GBP13.4m are flat year on year. The
Lawyer showed good revenue growth, while the Business Travel Show
and the Travel and Meetings Show also grew. This was offset by some
declines in the Engineer which continues to see reduced high margin
advertising revenues and additionally some revenue shortfalls at
FEM. The small increase in operating profit is a consequence of
lower central overhead allocations and continued savings.
Travel & Meetings portfolio reported revenues of GBP6.2m
(2017: GBP5.7m), up 8% year on year, with The Business Travel Show
increasing profits.
Total H1 revenues for the Legal portfolio of GBP4.1m were 4%
higher than in the same period last year, driven by an increase in
premium content revenues.
Across the Legal portfolio, the successful strategy last year to
move The Lawyer's premium content behind a pay-wall has had
continued uptake and, together with strong renewals this year, has
contributed to further growth in subscription revenue in H1. On
corporate subscriptions the renewal rate by value averaged 133%
(2017: 123%) with a volume renewal rate of 92%. Total premium
content revenue on The Lawyer grew 17% to GBP1.3m (2017: GBP1.1m).
Deferred revenues in the Legal portfolio were GBP1.9m at 30 June,
an increase of 11% over the prior year.
The Engineering portfolio reported revenues of GBP1.7m (2017:
GBP2.1m). On a comparable(2) basis revenues declined by 7% as
advertising revenues continued to struggle in this portfolio. Live
events revenue grew 6% on a comparable(2) basis.
Financial Services
Serving the financial services industry, this segment includes
Money Marketing, Fund Strategy, Mortgage Strategy, Taxbriefs,
Headline Money and Platforum.
Revenues continue to become more diversified with 34% coming
from premium content, 27% from live events leaving advertising
revenue with 39% of the revenue mix. Advertising revenues of
GBP1.7m (2017: GBP1.7m) have remained flat year on year despite
challenging market conditions. Premium content revenues have
struggled over the first half of 2018.
The statutory adjusted(3) operating profit of the segment of
GBP0.6m (2017: GBP0.2m) has increased year on year due to
reductions in central overheads combined with a lower allocation
due to lower segmental revenue.
Disposal and Acquisition
Final completion accounts for the Home Interest segment were
agreed late in March 2018 which has resulted in an increase of
GBP0.1m to the profit and loss on disposal recognised in the
Group's 2017 Annual Report.
We are pleased to report that MarketMakers continues to perform
well in H1 with 9.7% year-on-year revenue growth. We agreed a short
earnout period which ended on 31 December 2017. MarketMakers
performance during the period was strong and we are pleased to
report all earnout payments have now been agreed with and made to
MarketMakers' former shareholders (GBP1.8m).
Dividends
Following the half year trading performance, the Board has
elected to maintain the interim dividend at 1.5p (2017: 1.5p) The
dividend will be paid on 4(th) October 2018 to all ordinary
shareholders on the register at the close of business on 14(th)
September 2018.
As indicated in the Annual Report, the Board will continue to
keep its dividend policy under review.
Balance Sheet
The Group continues to focus on working capital management.
Debtors' days outstanding have now fallen to 44 days indicating
strong cash collection that has continued to improve. Group cash
has fallen from GBP4.1m at the end of 2017 to GBP1.8m at 30 June
2018. The Group paid GBP1.8m earnout to former MarketMakers
shareholders in the period. Overall trade debtor balances have
increased slightly year on year following the disposal of the Home
Interest segment and acquisition of MarketMakers. However, in line
with the continued improvement in days sales outstanding, the
ageing of our debtors has improved with aged debt over 90 days down
significantly year on year.
Outlook
The Group remains focused on making further operating progress
in diversifying the revenue mix and is confident in the Group's
long-term B2B transformation strategy.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group are:
-- Fraudulent or accidental breach of our security, or
ineffective operation of IT and data management systems leads to
loss, theft or misuse of personal data or confidential information
or other breach of data protection requirements resulting in
reputational damage, a breach of data protection requirements or
direct financial impact. The Board considers this risk to be
broadly the same as for the prior year.
-- The General Data Protection Regulation ("GDPR") that came
into force in May 2018 involves much stricter requirements
regarding how Centaur handles personal data, including that of
customers, and a risk of a fine from the Information Commissioners
Office ("ICO"), third party claims as well as reputational damage
if we do not comply. This is a new risk for 2017/2018.
-- Serious systems failure (affecting core systems and multiple
products or functions), or breach of IT network security (as a
result of a deliberate cyber-attack or unintentional event),
results in misappropriation of financial assets, proprietary or
sensitive information, corruption of data or operational
disruption, such as the unavailability of our websites and of our
digital products to users or unavailability of support platforms,
thereby directly affecting our revenues or collection activities
and damaging our reputation with customers and audiences. The Board
considers this risk to be broadly the same as for the prior
year.
-- Trends in advertising and direct sales of our print products
resulting in declining revenues from these sources mean that
revenues from these sources continue to shrink and are not replaced
like-for-like with online or digital products. The non-print media
sector has high levels of competition from a wider group and low
barriers to entry. This leads to different pressures on audience
and customer retention as well as pricing. The Board considers that
our exposure to this risk has decreased since the prior year due to
the specific actions we have taken to reduce our dependency on
print advertising and sales of print products, including the
creation of new products which are exclusively digital. The Board
considers that exposure to this risk has decreased from the prior
year due to the specific actions we have taken to reduce our
dependency on print advertising.
Further details of the Group's risk profile can be found in the
2017 Annual Report on pages 22-25
Forward looking statements
Certain statements in this interim report are forward looking.
Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no
assurance that these expectations will prove to have been correct.
Because these statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by
these forward-looking statements. It undertakes no obligation to
update any forward-looking statements whether as a result of new
information, future events or otherwise.
Statement of Directors' responsibilities
The Directors confirm that this consolidated interim financial
information has been prepared in accordance with IAS 34 as adopted
by the European Union, and that the interim management report
herein includes a fair review of the information required by DTR
4.2.7 and DTR 4.2.8, namely:
-- An indication of important events that have occurred during
the period and their impact on the condensed financial statements,
and a description of the principal risks and uncertainties for the
remaining period of the financial year; and
-- Material related party transactions in the period and any
material changes in the related party transactions described in the
last annual report.
The Directors of Centaur Media Plc are listed in the Centaur
Media Plc Annual Report for the year ended 31 December 2017 and
there have been no changes during the six months to 30 June 2018.
Neil Johnson replaced Ron Sandler as Chairman on 3(rd) January
2018.
Going concern
In assessing the going concern status, the Directors considered
the Group's activities, the financial position of the Group and the
Group's financial risk management objectives and policies. The
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for at least 12
months from the date of this report and for this reason, they
continue to adopt the going concern basis in preparing the
financial statements.
Related party transactions
There have been no further changes to the reported related
parties or nature of transactions with them as set out in the
Annual Report for the year ended 31 December 2017.
The interim report was approved by the Board of Directors and
authorised for issue on 23 July 2018 and signed on behalf of the
Board by:
Andria Vidler, Chief Executive Officer
Swag Mukerji, Chief Financial Officer
Independent review report to Centaur Media Plc
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed Centaur Media plc's consolidated interim
financial statements (the "interim financial statements") in the
Interim Report of Centaur Media plc for the 6-month period ended 30
June 2017. Based on our review, nothing has come to our attention
that causes us to believe that the interim financial statements are
not prepared, in all material respects, in accordance with
International Accounting Standard 34, 'Interim Financial
Reporting', as adopted by the European Union and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:
-- the Consolidated Statement of Financial Position as at 30 June 2017;
-- the Consolidated Statement of Comprehensive Income for the period then ended;
-- the Consolidated Cash Flow Statement for the period then ended;
-- the Consolidated Statement of Changes in Equity for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim Report
have been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the
European Union and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1 to the interim financial statements, the
financial reporting framework that has been applied in the
preparation of the full annual financial statements of the Group is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
Responsibilities for the condensed consolidated interim
financial statements and the review
Our responsibilities and those of the directors
The Interim Report, including the interim financial statements,
is the responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the Interim Report in
accordance with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim
financial statements in the Interim Report based on our review.
This report, including the conclusion, has been prepared for and
only for the company for the purpose of complying with the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We
do not, in giving this conclusion, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Interim
Report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
London
23 July 2018
Notes:
(a) The maintenance and integrity of the Centaur Media plc
website is the responsibility of the directors; the work carried
out by the auditors does not involve consideration of these matters
and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the interim financial statements
since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Consolidated Statement of Comprehensive Income for the six
months ended 30 June 2018
Six months ended 30 June (unaudited)
--------------------------------------------------------------------------------
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results(1) items(1) results results(1) items(1) results
2018 2018 2018 2017 2017 2017
Note GBPm GBPm GBPm GBPm GBPm GBPm
Continuing
operations
Revenue 2 38.8 - 38.8 33.9 - 33.9
Net operating
expenses 3 (36.2) (1.9) (38.1) (31.9) (2.6) (34.5)
Operating
profit
/ (loss) 2.6 (1.9) 0.7 2.0 (2.6) (0.6)
Finance costs (0.1) - (0.1) (0.2) - (0.2)
Profit /
(loss)
before tax 2.5 (1.9) 0.6 1.8 (2.6) (0.8)
Taxation 5 (0.5) 0.3 (0.2) (0.4) 0.2 (0.2)
Profit /
(loss)
for the
period
from
continuing
operations 2.0 (1.6) 0.4 1.4 (2.4) (1.0)
Discontinued
operations
Profit for the
period from
discontinued
operations 6,11 - 0.1 0.1 1.8 (1.7) 0.1
Profit /
(loss)
for the
period
attributable
to owners of
the parent 2.0 (1.5) 0.5 3.2 (4.1) (0.9)
Total
comprehensive
income /
(loss)
attributable
to owners of
the parent 2.0 (1.5) 0.5 3.2 (4.1) (0.9)
Earnings /
(loss)
per share
attributable
to owners of
the parent 7
Basic from
continuing
operations 1.4p (1.1p) 0.3p 1.0p (1.7p) (0.7p)
Basic from
discontinuing
operations - - - 1.2p (1.1p) 0.1p
--------------- --------- ------------- ----------- ---------- ------------ ------------ ------------
Total 1.4p (1.1p) 0.3p 2.2p (2.8p) (0.6p)
--------------- --------- ------------- ----------- ---------- ------------ ------------ ------------
Fully diluted
from
continuing
operations 1.3p (1.0p) 0.3p 0.9p (1.6p) (0.7p)
Fully diluted
from
discontinuing
operations - - - 1.2p (1.1p) 0.1p
--------------- --------- ------------- ----------- ---------- ------------ ------------ ------------
Total 1.3p (1.0p) 0.3p 2.1p (2.7p) (0.6p)
--------------- --------- ------------- ----------- ---------- ------------ ------------ ------------
(1) See note 4
Consolidated Statement of Changes in Equity for the six months
ended 30 June 2018
Attributable to owners of the parent company
Reserve
for shares
Share Own Share to be Deferred Retained Total
capital shares premium issued shares earnings equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Unaudited
At 1 January 2017 15.1 (6.4) 1.1 0.8 0.1 56.4 67.1
Loss for the period
and
total comprehensive
income - - - - - (0.9) (0.9)
Transactions with
owners:
Dividends (note 14) - - - - - (2.2) (2.2)
Fair value of employee
services - - - 0.1 - - 0.1
------------------------ -------- ------- -------- ----------- --------- --------- -------
As at 30 June 2017 15.1 (6.4) 1.1 0.9 0.1 53.3 64.1
------------------------ -------- ------- -------- ----------- --------- --------- -------
Unaudited
At 1 January 2018 15.1 (6.5) 1.1 1.1 0.1 74.0 84.9
Profit for the period
and
total comprehensive
income - - - - - 0.5 0.5
Transactions with
owners:
Dividends (note 14) - - - - - (2.2) (2.2)
Acquisition of treasury
shares - (0.2) - - - - (0.2)
Fair value of employee
services - - - 0.4 - - 0.4
------------------------- ----- ------ ---- ---- ---- ------ ------
As at 30 June 2018 15.1 (6.7) 1.1 1.5 0.1 72.3 83.4
------------------------- ----- ------ ---- ---- ---- ------ ------
Consolidated Statement of Financial Position as at 30 June
2018
Registered number 04948078
30 June 30 June 31 December
2018 2017 2017
Unaudited Unaudited Audited
Note GBPm GBPm GBPm
Non-current assets
Goodwill 8 75.6 64.6 75.6
Other intangible assets 9 16.8 14.4 18.6
Property, plant and equipment 1.6 1.7 1.7
Deferred income tax assets 0.9 0.8 0.7
94.9 81.5 96.6
----------------------------------- ----- ---------- ---------- ------------
Current assets
Inventories 1.0 0.9 1.4
Trade and other receivables 10 13.1 11.0 11.6
Cash and cash equivalents 1.8 3.9 4.1
Assets held for sale as part of
disposal group 11 - 11.1 -
15.9 26.9 17.1
----------------------------------- ----- ---------- ---------- ------------
Total assets 110.8 108.4 113.7
----------------------------------- ----- ---------- ---------- ------------
Current liabilities
Trade and other payables (12.4) (11.7) (10.9)
Deferred income (13.5) (12.8) (14.6)
Current income tax liabilities - (0.1) -
Provisions 12 (0.1) - (1.8)
Liabilities held for sale as part
of disposal group 11 - (5.0) -
(26.0) (29.6) (27.3)
----------------------------------- ----- ---------- ---------- ------------
Net current liabilities (10.1) (2.7) (10.2)
----------------------------------- ----- ---------- ---------- ------------
Non-current liabilities
Borrowings 13 - (13.9) -
Provisions 12 (0.1) - (0.1)
Deferred income tax liabilities (1.3) (0.8) (1.4)
(1.4) (14.7) (1.5)
----------------------------------- ----- ---------- ---------- ------------
Net assets 83.4 64.1 84.9
----------------------------------- ----- ---------- ---------- ------------
Capital and reserves attributable
to owners of the parent
Share capital 15.1 15.1 15.1
Own shares (6.7) (6.4) (6.5)
Share premium 1.1 1.1 1.1
Other reserves 1.6 1.0 1.2
Retained earnings 72.3 53.3 74.0
----------------------------------- ----- ---------- ---------- ------------
Total equity 83.4 64.1 84.9
----------------------------------- ----- ---------- ---------- ------------
The notes are an integral part of these condensed consolidated
interim financial statements. The condensed consolidated interim
financial statements were approved by the Board of Directors on 23
July 2018 and were signed on its behalf by:
Swag Mukerji
Chief Financial Officer
Consolidated Cash Flow Statement for the six months ended 30
June 2018
Six months ended 30 June
(unaudited)
---------------------------
2018 2017
Note GBPm GBPm
Cash flows from operating activities
Cash generated from operations 15 3.4 9.9
Tax paid (0.6) (1.1)
Net cash generated from operating activities 2.8 8.8
---------------------------------------------- ----- ------------ -------------
Cash flows from investing activities
Other acquisitions - settlement of deferred
consideration - (1.2)
Disposal of subsidiary 0.3 -
Purchase of property, plant and equipment (0.3) (0.1)
Purchase of intangible assets 9 (0.8) (1.1)
Acquisition of subsidiary - settlement
of deferred consideration (1.8) -
Net cash flows used in investing activities (2.6) (2.4)
---------------------------------------------- ----- ------------ -------------
Cash flows from financing activities
Payment for shares bought back (0.2) -
Interest paid (0.1) (0.2)
Dividends paid to company's shareholders 14 (2.2) (2.2)
Proceeds of borrowings 13 1.5 3.5
Repayment of borrowings 13 (1.5) (7.0)
Net cash flows used in financing activities (2.5) (5.9)
---------------------------------------------- ----- ------------ -------------
Net (decrease) / increase in cash and
cash equivalents (2.3) 0.5
---------------------------------------------- ----- ------------ -------------
Cash and cash equivalents at beginning
of period 4.1 3.4
---------------------------------------------- ----- ------------ -------------
Cash and cash equivalents at end of
period 1.8 3.9
---------------------------------------------- ----- ------------ -------------
Reconciliation of net cash / (debt):
Cash and cash equivalents 1.8 3.9
Borrowings 13 - (14.0)
---------------------------------------------- ----- ------------ -------------
1.8 (10.1)
---------------------------------------------- ----- ------------ -------------
Notes to the condensed consolidated interim financial
statements
1 Summary of significant accounting policies
General information
Centaur Media Plc ('the Company') is a public company limited by
shares and incorporated and domiciled in England and Wales. The
address of the Company's registered office is Wells Point, 79 Wells
Street, London, W1T 3QN. The Company is listed on the London Stock
Exchange.
These condensed consolidated interim financial statements were
approved for issue on 23 July 2018.
These condensed consolidated interim financial statements are
unaudited and do not constitute the statutory accounts within the
meaning of Section 434 of the Companies Act 2006. The Group's most
recent statutory financial statements, which comprise the Annual
Report and audited Financial Statements for the year ended 31
December 2017 were approved by the Board of Directors on 20 March
2018 and delivered to the Registrar of Companies. The report of the
auditors on those financial statements was not qualified, did not
contain an emphasis of matter paragraph and did not contain any
statement under Section 498 of the Companies Act 2006.
The consolidated financial statements of the Group as at, and
for the year ended 31 December 2017, are available upon request
from the Company's registered office or at
www.centaurmedia.com.
Accounting policies and estimates
The accounting policies adopted by the Group in the condensed
consolidated interim financial statements are consistent with those
applied by the Group in its consolidated financial statements for
the year ended 31 December 2017, except as described below:
-- IFRS 15 'Revenue from contracts with customers' was adopted
by the group on 1 January 2018. The Group has performed an impact
assessment on the revenue generated in the 6 months to 30 June 2018
and the results indicate that the adoption of IFRS 15 has not had a
material impact on the timing or quantum of revenue recognition at
a Group level or at an operating segment level.
As outlined in the FY17 Annual Report, given the insignificant
impact to revenues the Group has not adopted a fully retrospective
transition approach and therefore comparatives have not been
restated.
-- IFRS 9 'Financial Instruments' was adopted by the group on 1
January 2018. The Group has assessed all of its financial assets
and liabilities and concluded that only trade receivables is
impacted under the new impairment model.
The new impairment model for trade receivables requires the
recognition of impairment provisions based on expected credit
losses (ECL) rather than incurred credit losses as is the case
under IAS 39. The significant majority of the Group's debt
instruments relate to trade receivables and as such have been
tested using the new impairment model.
Based on the assessments undertaken at 30 June 2018, the Group
has not identified a material change to the loss allowance for
trade receivables.
-- Taxes on income in the interim periods are accrued using the
tax rate that would be applicable to the expected total annual
profit of loss.
The preparation of the condensed consolidated interim financial
statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
December 2017.
New standards and interpretations not yet adopted
IFRS 16 'Leases' sets out the requirements for the
identification of lease arrangements and their treatment in the
financial statements of both lessees and lessors. The standard
requires lessees to recognise assets and liabilities for most
leases. The transition to IFRS 16 will take effect from 1 January
2019.
The Group has performed an impact assessment on its existing
leases. The Group acts as lessee in three operating lease
arrangements for premises which will be treated as finance leases
under IFRS 16. Additionally, the Group acts as an intermediate
lessor in sub-lease operating lease arrangements which will be
treated as finance leases under IFRS 16.
The Group has elected to adopt the modified retrospective
approach upon transition at 1 January 2019 meaning comparative
periods will not be restated, but the cumulative impact of applying
IFRS 14 will be reflected as an adjustment to the opening balance
sheet as follows:
Right-of-use asset GBP3.1m
Finance lease asset GBP0.6m
Finance lease liability GBP3.7m
The depreciation and interest charges for the year ended 1
January 2019 in respected of these assets and this liability will
be GBP1.9m. Under existing standards, the net charge to the P&L
for rental expense/income would be GBP1.8m. Therefore, the impact
of the transition to IFRS 16 on the P&L is not material.
Other
There are no other standards that are not yet effective and that
would be expected to have a material impact on the entity in the
current or future reporting periods and on foreseeable future
transactions.
Basis of preparation
The condensed consolidated interim financial statements for the
six-month period ended 30 June 2018 have been prepared in
accordance with the Disclosure and Transparency rules of the
Financial Conduct Authority and with International Financial
Reporting Standards ('IFRSs') and IAS 34, 'Interim financial
reporting', as adopted by the European Union. The condensed
consolidated financial statements should be read in conjunction
with the Annual Report and Financial Statements for the year ended
31 December 2017, which have been prepared in accordance with IFRSs
as adopted by the European Union.
The condensed consolidated interim financial statements have
been prepared on a going concern basis.
Presentation of non-statutory measures
In addition to statutory measures, the Directors use various
non-GAAP key financial measures to evaluate the Group's
performance, and consider that presentation of these measures
assist shareholders in understanding its core trading performance.
The basis of the principal adjustments is consistent with that
presented in the consolidated financial statements for the year
ended 31 December 2017, and as described in those financial
statements. The measures used are explained and reconciled to their
equivalent statutory headings below.
The Directors believe that adjusted results and adjusted
earnings per share provide additional useful information on the
ongoing operations of the Group to shareholders. The term
'adjusted' is not a defined term under IFRS and may not therefore
be comparable with similarly titled profit measurements reported by
other companies. It is not intended to be a substitute for, or
superior to, IFRS measurements of profit.
Adjustments are made in respect of:
-- Exceptional items - the Group considers items of income and
expense as exceptional and excludes them from the adjusted results
where the nature of the item, or its size, is likely to be material
and non-recurring in nature so as to assist the user of the
financial statements to better understand the results of the core
operations of the Group. Details of exceptional items are shown in
note 4.
-- 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 non-trading investment
activities. As such, they are not considered reflective of the core
trading performance of the Group. Details of amortisation of
intangible assets are shown in note 9.
-- Share-based payments - share-based payment expenses 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.
-- Earn-out consideration - deferred or contingent consideration
in relation to business combinations recognised in the income
statement (as a result of being classified as remuneration under
IFRS 3) is not considered reflective of the core trading of the
Group since it results from investment activities and is volatile
in nature. As such, income statement items relating to business
combinations are removed from adjusted results. See note 4.
-- Acquisition related costs - expenses in relation to business
combinations recognised in the statement of comprehensive income
are not considered reflective of the core trading of the Group
since it results from investment activities and is volatile in
nature. As such, statement of comprehensive income items relating
to business combinations are removed from adjusted results. See
note 4.
-- Profit or loss on disposal of assets or subsidiaries - profit
or loss on disposals of businesses are excluded from adjusted
results of the Group as they are unrelated to core trading, and can
distort a user's understanding of the performance of the Group due
to their infrequent and volatile nature. See note 4.
-- Other separately reported items - certain other items are
excluded from the adjusted results where they are considered large
or unusual enough to distort the comparability of core trading
results year on year. Details of these separately disclosed items
are shown in note 4.
The tax related to adjusting items is the tax effect of the
items above that are allowable deductions for tax purposes
(primarily exceptional items), calculated using the standard rate
of corporation tax.
Further details of adjusting items are included in note 4. A
reconciliation between adjusted and statutory earnings per share
measures is shown in note 7.
The following charges / (credits) were presented as adjusting
items:
Six months ended 30 June (unaudited)
------------------------------------------ -------
2018 2017
GBPm GBPm
Continuing operations
Exceptional operating expenses 0.1 0.1
Amortisation of acquired intangibles 1.4 1.2
Share-based payments 0.4 0.3
Costs relating to the acquisition of business - 0.4
Earn-out consideration - 0.6
------------------------------------------------ ---- ------------------------------------- -------
Adjusting items to profit before tax 1.9 2.6
Tax credit relating to adjusting items (0.3) (0.2)
------------------------------------------------ ---- ------------------------------------- -------
Adjusting items to profit for the period 1.6 2.4
------------------------------------------------ ---- ------------------------------------- -------
Adjusted operating profit reconciles to profit before tax as
follows:
Six months ended 30 June
(unaudited)
---------------------------
2018 2017
Note GBPm GBPm
Continuing operations
Profit / (loss) before tax 0.6 (0.8)
Finance costs 0.1 0.2
------------------------------------------------------- ----- ------------ -------------
Adjusted profit before tax 0.7 (0.6)
Adjusting
items Exceptional operating expense 4 0.1 0.1
Amortisation of acquired intangibles 4 1.4 1.2
Share-based payments 0.4 0.3
Costs relating to the acquisition
of business 4 - 0.4
Earn-out consideration 4 - 0.6
Adjusted operating profit 2.6 2.0
------------------------------------------------------- ----- ------------ -------------
Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk, credit risk and liquidity risk.
The condensed consolidated financial statements do not include
all financial risk management information and disclosures required
in the annual consolidated financial statements; they should be
read in conjunction with the Group's annual consolidated financial
statements for the year ended 31 December 2017.
There have been no changes in risk management processes or
policies since the year end.
Seasonality
The Group has deliberately sought to reduce the seasonality of
its earnings through more even event phasing throughout the year.
Historically, the majority of the Group's revenues and operating
profits were delivered in the period from January to June. During
the year ended 31 December 2017, 55% (2016: 55%) of revenues and
68% (2016: 56%) of adjusted operating profits occurred in the
period January to June.
2 Segmental reporting
The Executive Committee has been identified as the chief
operating decision-maker, reviewing the Group's internal reporting
on a monthly basis in order to assess performance and allocate
resources.
The Group is organised around three reportable market-facing
segments: Marketing, Financial Services and Professional. The
Professional segment aggregates the Legal, Human Resources,
Engineering and Travel & Meetings portfolios, which are deemed
to have similar profiles of risk and return. All segments derive
revenues from a combination of live events, premium content and
advertising revenues. Corporate income and costs are allocated to
these segments on an appropriate basis, depending on the nature of
the costs, including in proportion to revenues or headcount. There
is no inter-segmental revenue.
Segment assets consist primarily of property, plant and
equipment, intangible assets including goodwill, inventories and
trade receivables. Segment liabilities comprise trade payables,
accruals and deferred income.
Corporate assets and liabilities comprise current and deferred
tax balances, cash and cash equivalents and borrowings.
Capital expenditure comprises additions to property, plant and
equipment, intangible assets and includes additions resulting from
acquisitions through business combinations.
Financial Continuing Discontinued
Marketing Services Professional operations operations Group
GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended
30 June 2018
Unaudited
Revenue 21.0 4.4 13.4 38.8 - 38.8
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Adjusted operating
profit 0.8 0.6 1.2 2.6 - 2.6
Amortisation of acquired
intangibles (1.2) (0.1) (0.1) (1.4) - (1.4)
Exceptional operating
expense (0.1) - - (0.1) - (0.1)
Share-based payments (0.3) - (0.1) (0.4) - (0.4)
Profit on disposal
of subsidiary - - - - 0.1 0.1
Operating (loss)
/ profit (0.8) 0.5 1.0 0.7 0.1 0.8
Finance costs (0.1) - (0.1)
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Profit before tax 0.6 0.1 0.7
Taxation (0.2) - (0.2)
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Profit for the period
attributable to owners
of the parent 0.4 0.1 0.5
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Segment assets 69.9 8.2 29.0 107.1 - 107.1
Corporate assets 3.7
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Consolidated total
assets 110.8
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Segment liabilities (13.2) (2.0) (8.1) (23.3) - (23.3)
Corporate liabilities (4.1)
Consolidated total
liabilities (27.4)
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Other items
Capital expenditure
(tangibles and intangibles) 0.8 - 0.3 1.1 - 1.1
------------------------------ ---------- ---------- ------------- ------------ ------------- -------
Financial Continuing Discontinued
Marketing Services Professional operations operations Group
GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended
30 June 2017
Unaudited
Revenue 15.5 5.0 13.4 33.9 6.1 40.0
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
Adjusted operating
profit 0.8 0.2 1.0 2.0 2.2 4.2
Amortisation of acquired
intangibles (1.0) (0.1) (0.1) (1.2) - (1.2)
Exceptional operating
expense (0.1) - - (0.1) - (0.1)
Share-based payments (0.2) - (0.1) (0.3) - (0.3)
Costs relating to
the acquisition and
disposal of businesses (0.4) - - (0.4) (1.7) (2.1)
Earn-out consideration (0.6) - - (0.6) - (0.6)
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
Operating (loss)
/ profit (1.5) 0.1 0.8 (0.6) 0.5 (0.1)
Finance costs (0.2) - (0.2)
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
(Loss) / profit
before tax (0.8) 0.5 (0.3)
Taxation (0.2) (0.4) (0.6)
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
(Loss) / profit for
the period attributable
to owners of the
parent (1.0) 0.1 (0.9)
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
Segment assets 54.1 8.9 29.0 92.0 11.1 103.1
Corporate assets 5.3 - 5.3
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
Consolidated total
assets 97.3 11.1 108.4
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
Segment liabilities (13.1) (2.7) (8.7) (24.5) (4.6) (29.1)
Corporate liabilities (14.8) (0.4) (15.2)
Consolidated total
liabilities (39.3) (5.0) (44.3)
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
Other items
Capital expenditure
(tangibles and intangibles) 0.8 0.1 0.2 1.1 - 1.1
------------------------------ ---------- ---------- ------------- ------------ ------------- --------
3 Net operating expenses
Operating profit is stated after charging/(crediting):
Continuing operations
Six months ended 30 June (unaudited)
------------------------------------------------------------------------
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results(1) items(1) results results(1) items(1) results
2018 2018 2018 2017 2017 2017
Note GBPm GBPm GBPm GBPm GBPm GBPm
Net foreign exchange
gains - - - (0.2) - (0.2)
Employee benefits expense 17.8 - 17.8 14.3 0.1 14.4
Depreciation of property,
plant and
Equipment 0.4 - 0.4 0.4 - 0.4
Amortisation of intangible
assets 9 1.4 1.4 2.8 1.4 1.2 2.6
Earn-out consideration - - - - 0.6 0.6
Other exceptional operating
costs 4 - 0.1 0.1 - - -
Costs relating to the
acquisition of business 4 - - - - 0.4 0.4
Operating lease rentals 0.8 - 0.8 0.8 - 0.8
Repairs and maintenance
expenditure 0.1 - 0.1 0.3 - 0.3
Impairment of trade
receivables 10 0.3 - 0.3 0.2 - 0.2
Share-based payment
expense - 0.4 0.4 - 0.3 0.3
Other operating expenses* 15.4 - 15.4 14.7 - 14.7
--------------------------------- --- ----------- ---------- ---------- ----------- ---------- ----------
36.2 1.9 38.1 31.9 2.6 34.5
-------------------------------- --- ----------- ---------- ---------- ----------- ---------- ----------
Cost of sales 17.6 - 17.6 16.7 - 16.7
Distribution costs 0.2 - 0.2 0.4 - 0.4
Administrative expenses 18.4 1.9 20.3 14.8 2.6 17.4
36.2 1.9 38.1 31.9 2.6 34.5
-------------------------------- --- ----------- ---------- ---------- ----------- ---------- ----------
(1) See note 4
* Within the other operating expenses category, rental income
for the sub-lease of properties under leases totalled GBP0.4m
(2017: GBP0.4m).
4 Adjusting items
Certain items are presented as adjusting. These are detailed
below.
Six months ended 30 June
(unaudited)
---------------------------
2018 2017
GBPm GBPm
Continuing operations
Exceptional operating costs
Corporate simplification costs 0.1 -
Staff related restructuring costs - 0.1
Exceptional operating costs 0.1 0.1
Amortisation of acquired intangible assets 1.4 1.2
Share-based payments 0.4 0.3
Costs relating to the acquisition of business - 0.4
Earn-out consideration - 0.6
----------------------------------------------------- ------------ -------------
Adjusting items to profit before tax 1.9 2.6
Tax relating to adjusting items (0.3) (0.2)
----------------------------------------------------- ------------ -------------
Total adjusting items after tax 1.6 2.4
----------------------------------------------------- ------------ -------------
Discontinued operations (0.1) 1.7
----------------------------------------------------- ------------ -------------
Total adjusting items after tax 1.5 4.1
----------------------------------------------------- ------------ -------------
Exceptional costs
Corporate simplification
During 2018 these costs related to the simplification of the
Group's corporate structure.
Staff related restructuring costs
During 2017, these costs were incurred as a result of the
reorganisation of the HR function and the exit from print.
Other adjusting items
Other adjusting items relate to the amortisation of acquired
intangible assets (see note 8) and share-based payment costs.
Other adjusting items in 2017 also included:
Earn-out consideration of GBP0.6m incurred in relation to the
Oystercatchers acquisition earn-out.
Costs relating to the proposed acquisition of MarketMakers
Limited.
Discontinued Operations
This relates to the disposal of the Home interest segment on 1
August 2017. See note 6.
5 Taxation
Six months ended 30 June
(unaudited)
---------------------------
2018 2017
GBPm GBPm
Continuing operations
Analysis of charge/(credit) for the period
Current tax 0.6 0.4
Deferred tax (0.4) (0.2)
--------------------------------------------- ------------- ------------
0.2 0.2
--------------------------------------------- ------------- ------------
The tax charge is based on the estimated effective tax rate of
for the year ending 31 December 2018.
6 Discontinued operations
On 1 August 2017 the Group disposed of its Home Interest
segment, comprised of Centaur Consumer Exhibitions Limited and
Ascent Publishing Limited. The disposal was effected in line with
the Group's strategy to become a pure business-to-business ('B2B')
business.
During 2018 an additional amount of GBP0.1m was received
following the agreement of final completion accounts resulting in a
profit on disposal from discontinued operations during the
period.
7 Earnings / (loss) per share
Basic earnings per share ('EPS') is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted
average number of shares in issue during the year. 461,991 (2017:
91,191) shares held in the employee benefit trust and 6,964,613
(2017: 6,472,990) shares held in treasury have been excluded in
arriving at the weighted average number of shares.
The calculations of earnings per share are based on the
following profits and number of shares:
Six months ended 30 June (unaudited)
--------------------------------------------------------------------------------------
2018 2018 2018 2017 2017 2017
Earnings Weighted Earnings
Earnings Weighted per share Earnings average per share
attributable average attributable number of
to owners number to owners shares
of the of shares of the parent
parent
GBPm millions Pence GBPm millions Pence
Basic
Continuing operations 0.4 144.1 0.3 (1.0) 144.4 (0.7)
Continuing and
discontinued
operations 0.5 144.1 0.3 (0.9) 144.4 (0.6)
Effect of dilutive securities
Options - 10.9 - - 7.4 -
-------------------------- --------------- ------------ ----------- ---------------- ----------- -----------
Diluted
Continuing operations 0.4 155.0 0.3 (1.0) 151.8 (0.7)
Continuing and
discontinued
operations 0.5 155.0 0.3 (0.9) 151.8 (0.6)
-------------------------- --------------- ------------ ----------- ---------------- ----------- -----------
Adjusted
Continuing operations
Basic 0.4 144.1 0.3 (1.0) 144.4 (0.7)
Exceptional operating
expense 0.1 0.1 0.1 - 0.1
Amortisation of acquired
intangibles 1.4 0.9 1.2 - 0.8
Share-based payments 0.4 0.3 0.3 - 0.2
Costs relating to
business acquisition - - 0.4 - 0.3
Earn-out consideration - - 0.6 - 0.4
Tax effect of above
adjustments (0.3) (0.2) (0.2) - (0.1)
Discontinued operations
Basic 0.1 144.1 0.1 0.1 144.4 -
Profit on disposal
of subsidiary (0.1) (0.1)
Costs relating to
business disposal - - 1.7 - 1.2
-------------------------- --------------- ------------ ----------- ---------------- ----------- -----------
Adjusted basic
Continuing operations 2.0 144.1 1.4 1.4 144.4 1.0
Continuing and
discontinued
operations 2.0 144.1 1.4 3.2 144.4 2.2
-------------------------- --------------- ------------ ----------- ---------------- ----------- -----------
Effect of dilutive securities
Options
Continuing operations - 10.9 (0.1) - 7.4 (0.1)
Continuing and
discontinued
operations - 10.9 (0.1) - 7.4 (0.1)
--------------- ------------ ----------- ---------------- ----------- -----------
Adjusted diluted
Continuing operations 2.0 155.0 1.3 1.4 151.8 0.9
Continuing and
discontinued
operations 2.0 155.0 1.3 1.4 151.8 0.9
8 Goodwill
Total
Net book value GBPm
At 1 January 2018 75.6
At 30 June 2018 (unaudited) 75.6
--------------------------------------------------- --------
At 1 January 2017 72.1
Transferred to disposal group classified as held
for sale (7.5)
--------------------------------------------------- --------
At 30 June 2017 (unaudited) 64.6
--------------------------------------------------- --------
At the year-end 31 December 2017, the following sensitivity
analysis was performed on the value-in-use calculations, holding
all other variables constant, to:
(i) apply a 10% reduction to forecast adjusted EBITDA in each
year of the modelled cash flows. No impairment would occur in any
of the segments.
(ii) apply a 2.0% increase in discount rate from 11.4% to 13.4%.
No impairment would occur in any of the segments.
(iii) Reduce the terminal value growth rate from 2.0% to 1.0%.
No impairment would occur in any of the segments.
9 Other intangible assets
Brands Separately
Computer and publishing Customer acquired websites
software rights* relationships* and content* Total
Net book
value GBPm GBPm GBPm GBPm GBPm
At 1 January 2018 6.6 3.7 8.2 0.1 18.6
Additions
Separately acquired 0.6 - - - 0.6
Internally generated 0.4 - - - 0.4
Amortisation for the
period (1.4) (0.2) (1.1) (0.1) (2.8)
At 30 June 2018 (unaudited) 6.2 3.5 7.1 - 16.8
------------------------------ ----------- ----------------- ----------------- -------------------- ------
At 1 January 2017 6.3 3.7 6.2 0.5 16.7
Transferred to disposal
group classified as
held for sale (0.1) (0.6) - - (0.7)
------------------------------ ----------- ----------------- ----------------- -------------------- ------
6.2 3.1 6.2 0.5 16.0
Additions
Separately acquired 0.9 - - - 0.9
Internally generated 0.1 - - - 0.1
Amortisation for the
period (1.4) (0.2) (0.5) (0.5) (2.6)
------------------------------ ----------- ----------------- ----------------- -------------------- ------
At 30 June 2017 (unaudited) 5.8 2.9 5.7 - 14.4
------------------------------ ----------- ----------------- ----------------- -------------------- ------
* Amortisation of acquired intangibles is presented as an
adjusting item.
10 Trade and other receivables
30 June 30 June 31 December
2018 2017 2017
Unaudited Unaudited Audited
GBPm GBPm GBPm
Amounts falling due within one
year
Trade receivables 11.7 10.9 10.5
Less: provision for impairment
of receivables (1.3) (2.2) (1.5)
--------------------------------- ---------- ---------- --------------
Trade receivables - net 10.4 8.7 9.0
Other receivables 1.0 0.9 0.9
Prepayments 1.3 1.2 1.4
Accrued income 0.4 0.2 0.3
--------------------------------- ---------- ---------- --------------
13.1 11.0 11.6
-------------------------------- ---------- ---------- --------------
The ageing of trade receivables according to their original due
date is detailed below:
30 June 30 June 30 June 30 June 31 December 31 December
2018 2018 2017 2017 2017 2017
Gross Provision Gross Provision Gross Provision
Unaudited Unaudited Unaudited Unaudited Audited Audited
GBPm GBPm GBPm GBPm GBPm GBPm
Not due 6.0 - 4.8 - 5.2 -
0-30 days 2.5 - 2.1 - 2.4 -
31-60 days 0.9 (0.1) 0.6 - 1.0 -
61-90 days 0.5 (0.1) 0.7 - 0.3 -
Over 90
days 1.8 (1.1) 2.7 (2.2) 1.6 (1.5)
------------- ---------- ---------- ---------- ---------- ------------ ------------
11.7 (1.3) 10.9 (2.2) 10.5 (1.5)
------------ ---------- ---------- ---------- ---------- ------------ ------------
The movement in the provision for impairment of receivables is
detailed below:
Six months ended 30 June
(unaudited)
---------------------------
2018 2017
GBPm GBPm
Analysis of charge for the period
Balance at start of period 1.5 2.7
Utilisation (0.5) (0.3)
Additional provision charged to the statement
of comprehensive income 0.3 0.3
Transferred to disposal group classified
as held for sale - (0.5)
------------ -------------
1.3 2.2
------------------------------------------------ ------------ -------------
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. A provision for impairment losses is
established when there is objective evidence that the Group will
not be able to collect all amounts due in accordance with the
original terms of the receivables. Impairment losses are taken
through administrative expenses in the statement of comprehensive
income.
The Directors consider the carrying value of trade and other
receivables approximates to their fair value.
11 Assets held for sale
There were no assets held for sale in the current period. During
the prior period, the Group commenced the process to sell the Home
Interest portfolio as the Board believed the Home Interest
portfolio was no longer core to Centaur's B2B focus. On 1 august
2017, the Group disposed of its Home Interest segment.
At the 30 June 2017 the Home Interest portfolio met the criteria
for and was accounted for as a discontinued operation and held for
sale under IFRS 5.
The results of the Home Interest discontinued operation were as
follows:
Six months ended 30 June (unaudited)
--------------------------------------
2017
GBPm
Revenue 6.1
Expenses (3.9)
-------------------------------------------------- -------------------------------------
Operating profit before exceptional items 2.2
Exceptional items (Note 4) (1.7)
-------------------------------------------------- -------------------------------------
Profit before tax from discontinuing operations 0.5
Tax (0.4)
-------------------------------------------------- -------------------------------------
Profit from discontinuing operations 0.1
-------------------------------------------------- -------------------------------------
Basic EPS
Statutory 0.1p
Adjusted 1.2p
------------- -----
Diluted EPS
Statutory 0.1p
Adjusted 1.2p
------------- -----
The major classes of assets and liabilities classified as held
for sale are as follows:
30 June
2017
Unaudited
GBPm
Goodwill 7.5
Other intangible assets 0.7
Inventories 0.6
Trade and other receivables 2.3
Assets held for sale 11.1
Trade and other payables (1.0)
Deferred income (3.6)
Current income tax liability (0.4)
------------------------------- ---- --- ----------
Disposal Group liabilities (5.0)
6.1
---- ---------------------------------- ----------
Cash flows from discontinued operations
30 June
2017
Unaudited
GBPm
Operating cash flows 1.2
Investing cash flows -
Financing cash flows -
------------------------------------------ ----------
Total cash flows 1.2
------------------------------------------ ----------
12 Provisions
Deferred
consideration Other Total
GBPm GBPm GBPm
At 1 January 2018 1.8 0.1 1.9
Acquisition related 0.1 - 0.1
Utilised in the period (1.8) - (1.8)
-------------------------- -------------- ------ ------
At 30 June 2018 0.1 0.1 0.2
-------------------------- -------------- ------ ------
Current 0.1 - 0.1
Non-current - 0.1 0.1
--------------- ---- ----
Total 0.1 0.1 0.2
--------------- ---- ---- ----
Deferred
consideration Other Total
GBPm GBPm GBPm
At 1 January 2017 0.4 - 0.4
Charged to statement of comprehensive income
during the period 0.4 - 0.4
Recalssification of share-based payment
charge on earn-out 0.4 0.4
Utilised in the period (1.2) - (1.2)
------------------------------------------------ -------------- ------ ------
At 30 June 2017 - - -
------------------------------------------------ -------------- ------ ------
Deferred consideration
Deferred consideration at 1 January 2018 relates to the
acquisition of Market Makers Incorporated Limited ('MarketMakers')
as disclosed in note 14 on pages 96-97 in the Group Annual Report
for the year ended 31 December 2017. Deferred consideration of
GBP1.8m at 1 January is consists of the following:
Contingent consideration
GBP1.7m of contingent consideration payable in the event certain
pre-determined EBITDA levels are achieved by MarketMakers for the
year end 31 December 2017. An additional provision of GBP0.1m was
made on finalisation of the deferred contingent consideration and
the total balance was settled by a cash payment of GBP1.8m during
the period.
Deferred consideration
GBP0.1m deferred consideration is payable in cash upon
completion of the Company tax return related to the year ended 31
December 2017, subject to any claims made under the purchase
agreement.
At 1 January 2017 deferred consideration relates to
Oystercatchers as disclosed in note 13 on pages 113-114 in the
Group Annual report for the year ended 31 December 2016.
At 1 January 2017 and under the sales purchase agreement, the
contingent consideration was to be settled in cash (75%) and shares
(25%). In 2016 an expense and a provision of GBP0.4m was recognised
under IAS 19 (for the cash element) and an expense and credit to
equity of GBP0.2m was recognised under IFRS 2 (for the share-based
payment element).
During 2017 a further expense and provision of GBP0.4m was
recognised under IAS 19 (for the cash element) and an expense and
credit to equity of GBP0.2m under IFRS 2 (for the share-based
payment element).
The total amount of GBP1.2m was settled wholly in cash during
2017 and therefore an adjustment of GBP0.4m (GBP0.2m in 2017 and
GBP0.2m in 2016) was made to reverse the share-based payment
element under IFRS 2 and account for the whole transaction under
IAS 19 appropriately.
Other
Other provisions relate to a dilapidation provision which was
acquired on the acquisition of MarketMakers in relation to the
building leased by the company in Portsmouth. The lease expires in
December 2022 and therefore the provision is classified as a
non-current liability.
13 Borrowings
30 June 30 June 31 December
2018 2017 2017
Unaudited Unaudited Audited
GBPm GBPm GBPm
Non-current liabilities
Revolving credit facility - 14.0 -
Finance lease payables - - -
Arrangement fee in respect of
revolving credit facility - (0.1) -
- 13.9 -
------------------------------ ---------- ---------- ------------
14 Dividends
Six months ended 30 June
(unaudited)
---------------------------
2018 2017
GBPm GBPm
Equity dividends
Final dividend for 2016: 1.5p per 10p ordinary
share - 2.2
Final dividend for 2017: 1.5p per 10p ordinary
share 2.2 -
---------------------------------------------------- ------------- ------------
2.2 2.2
------------------------------------------------ ------------- ------------
An interim dividend for the six months ended 30 June 2018 of
GBP2.2m (1.5p per ordinary share) is proposed by the Directors and
will be paid on 4 October 2018 to all shareholders on the register
as at 14 September 2018.
15 Cash flow generated from operating activities
Six months ended 30 June
(unaudited)
---------------------------
2018 2017
GBPm GBPm
(Loss) / Profit for
the period 0.5 (0.9)
Adjustments for:
Tax 0.2 0.6
Depreciation of property, plant and equipment 0.4 0.4
Amortisation of intangible assets 2.8 2.6
Interest expense 0.1 0.2
Earn-out consideration - 0.6
Share-based payments 0.4 0.3
Costs relating to business disposal - 1.4
Costs relating to business acquisition - 0.4
Gain on disposal of subsidiary 0.1 -
Unrealised foreign exchange differences 0.1 -
Changes in working capital:
Decrease in inventories 0.9 1.0
(Increase)/Decrease in trade and other
receivables (1.7) 2.4
Increase in trade and other payables 2.9 1.4
(Decrease) in deferred income (3.3) (0.5)
Cash generated from operating activities 3.4 9.9
----------------------------------------------------- ------------- ------------
16 Related party transactions
Transactions between Group Companies, which are related parties,
have been eliminated on consolidation and therefore do not require
disclosure. The Group has not entered into any other related party
transactions in the period which require disclosure in this interim
statement.
17 Post balance sheet event
No material events have occurred after the reporting date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR KMGZNRFMGRZM
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