TIDMCAU
RNS Number : 5427N
Centaur Media PLC
25 September 2019
Centaur Media Plc
Interim results for the 6 months ended 30 June 2019
Margin acceleration plan established to lift group margins to
20% by 2022
Completion of disposal programme will enable GBP5m reduction in
annualised costs
New dividend policy announced and payment of a GBP5 million
dividend in October 2019
Financial Highlights
Unaudited Unaudited
HY 2019 HY 2018 % Change
------------------------ ---------- ---------- ---------
Revenue 24.1 25.0 (4)
Underlying(1) Revenue 23.0 23.2 (1)
Adjusted(2) operating
loss (1.3) (1.8) 28
Group statutory profit
after taxation 6.0 0.5
------------------------ ---------- ---------- ---------
Statutory revenues down 4% to GBP24.1m; underlying(1) revenues
down 1%
-- Xeim underlying1 revenues declined by 4% to GBP19.7m due to deliberate management actions to close low margin
products combined with trading weaknesses at Econsultancy's US operations and MarketMakers
-- The Lawyer increased underlying1 revenues by 11% to GBP4.3m
-- Strong growth from information Influencer Intelligence data analytics platform and e-learning products
-- Adjusted2 operating loss of GBP1.3m (2018: GBP1.8m) includes central overhead costs of supporting four businesses
sold during the first half
-- Central cost savings resulting from the disposals planned from the second half of 2019
-- Group statutory profit after taxation of GBP6.0m (2018: GBP0.5m) due to gains on disposal of subsidiaries
-- Net cash of GBP14.4m at 30 June 2018 (2018: GBP1.8m) after receiving GBP16.0m of net disposal proceeds in the
period
During the half, Centaur successfully sold its businesses in
Engineering, Financial Services, Human Resources and Travel and
Meetings for gross proceeds of GBP21.75m. The completion of the
disposal programme in July 2019 leaves Centaur a simpler, more
focused group with two businesses, Xeim in marketing services and
The Lawyer in the legal sector. This will enable elimination of
central overheads required to support the disposed businesses and
the company intends to reduce annualised costs by at least
GBP5m.
Centaur is today announcing a dividend payment of GBP5m,
equivalent to 3.5p per share, payable on 25 October 2019. This
includes a 2p per share special dividend as the first distribution
of the proceeds from the recent disposals. Centaur intends to make
further returns of cash in 2020 with these payments being subject
to, inter alia, satisfactory group performance and ensuring the
group has sufficient working capital to continue to invest in its
strategy.
In addition, from 1 January 2020, Centaur will adopt a new
progressive dividend policy and will target a pay-out ratio of 40%
of adjusted(2) earnings, subject to a minimum dividend of 1p per
share.
Also, today, Centaur is also announcing its Margin Acceleration
Plan 2022 ("MAP22") with the aim of raising group EBITDA margins to
at least 20% by 2022. The plan consists of initiatives to
accelerate revenue growth and to secure further cost efficiencies.
These include:
Revenue acceleration:
-- Increased international sales of key brands
-- Cross-selling Xeim's suite of products to enterprise clients
-- Leverage common tech stack to build new content propositions and new product development
-- New products to accelerate digital subscription growth in The Lawyer
-- Operational improvement initiatives at Econsultancy and MarketMakers
Cost efficiency opportunities:
-- Elimination of costs made possible by the creation of a simpler business
-- Withdrawal from low margin, low growth products
Outlook:
-- Markets continue to be held back by economic and political uncertainty
-- Near term outlook is a small profit in H2 which will result
in a reduction in the adjusted(2) operating loss for the year
Swag Mukerji, Chief Executive Officer, commented:
"Centaur is a simpler business with a portfolio of digital
assets, now wholly focused on marketing services and the legal
sectors. This will allow us to make a significant reduction in
central overheads, reducing annualised costs by at least GBP5m.
Our Margin Acceleration Plan 2022, announced today, will address
the more challenged parts of the group whilst driving revenue
growth and further cost efficiencies to lift EBITDA margins to 20%
by 2022.
Also, today, we are announcing a new progressive dividend policy
from 1 January 2020 under which we will target a payout of 40% of
earnings, subject to a minimum dividend of 1p per share. We are
making a GBP5 million dividend payment in October and, subject to
satisfactory group performance, intend to make further payments in
2020."
Enquiries
Centaur Media plc
Swag Mukerji, Chief Executive Officer 020 7970 4000
Howard Chapman, Interim Chief Financial
Officer
Teneo
Paul Durman/ Rebecca Hislaire 020 7420 3144
Overview of Group Performance
As part of the Group's desire to focus on the Xeim and The
Lawyer brands, we were pleased to complete the disposals of the
Financial, Human Resources, Engineering and Travel and Meeting
portfolios. In addition to receiving satisfactory cash proceeds, we
have significantly simplified the business which has allowed for
the achievement of considerable cost synergies. The disposals not
only generated net proceeds of GBP16m for the Group - they are
expected to deliver annualised cost savings of at least GBP5m on an
ongoing basis. These cost savings have commenced in the second half
of 2019 with minimal overhead cost savings available in the first
half due to the timing of the disposals and related transitional
services agreements.
The Group's reported operating profit for the period is impacted
by the accounting for our discontinued businesses. As a result of
this, all profit generated from these operations both in 2019 and
2018 has been allocated to "profit for the period from discontinued
operations" which is below our adjusted(2) operating loss line. The
Group therefore shows an adjusted(2) operating loss for both 2019
and 2018 because the cost of supporting those businesses by way of
group overheads, remains within adjusted(2) operating loss
throughout the first half.
The Group has performed in line with the Board's expectations in
the period with strong revenue growth in The Lawyer and Influencer
Intelligence and tight cost control across Xeim being offset by
revenue challenges within Econsultancy and MarketMakers.
Trading Summary
The Group's trading results are as follows:
Six months ended Six months ended Reported
30 June 2019 30 June 2018 growth
Unaudited Unaudited %
-------------------------------------------------------------- ----------------- ----------------- ---------
Revenue (GBPm) 24.1 25.0 (4)
-------------------------------------------------------------- ----------------- ----------------- ---------
Other operating income 1.0 0.4 150
-------------------------------------------------------------- ----------------- ----------------- ---------
Adjusted(2) operating loss (GBPm) (1.3) (1.8) 28
-------------------------------------------------------------- ----------------- ----------------- ---------
Adjusted(2) loss before tax (GBPm) (1.4) (1.9) 26
-------------------------------------------------------------- ----------------- ----------------- ---------
Statutory operating loss (GBPm) (4.6) (3.5) (31)
-------------------------------------------------------------- ----------------- ----------------- ---------
Profit for the period from discontinued operations 2.2 3.5 (37)
-------------------------------------------------------------- ----------------- ----------------- ---------
Group statutory profit after tax (GBPm) 6.0 0.5 -
Adjusted(2) diluted EPS (pence) from continuing operations (0.9) (1.1) (18)
-------------------------------------------------------------- ----------------- ----------------- ---------
Adjusted(2) diluted EPS (pence) from discontinued operations 1.5 2.4 (38)
Ordinary dividend per share (pence) 1.5 1.5 -
-------------------------------------------------------------- ----------------- ----------------- ---------
Special dividend per share (pence) 2.0 - -
-------------------------------------------------------------- ----------------- ----------------- ---------
Total dividend per share (pence) 3.5 1.5 -
-------------------------------------------------------------- ----------------- ----------------- ---------
Adjusted operating cash flow(3) (GBPm) 3.8 3.5 -
-------------------------------------------------------------- ----------------- ----------------- ---------
Cash conversion(4) 92% 80% -
-------------------------------------------------------------- ----------------- ----------------- ---------
Reported revenue fell by GBP0.9m year on year (4%) with Xeim
revenue falling GBP1.1m and The Lawyer growing revenue by
GBP0.3m.
In the first half of 2019, it was decided that Marketing Week
Live would close after the March 2019 show. The 2019 event showed
revenue year-on-year decline of GBP0.4m and its impact has been
excluded from underlying(1) revenue numbers. We also sold Venture
Business Research (VBR) in the year, which had previously been
reported with The Lawyer, within the Professional segment. Revenues
for VBR have also been excluded from the underlying(1) revenue
calculations but are not significant.
As outlined above, underlying(1) Group revenue fell 1%
year-on-year with Xeim declines of 4% being partially offset by
strong growth within The Lawyer (11%).
The adjusted(2) operating loss was GBP1.3m (2018: GBP1.8m) with
the improvement driven by year-on-year reduction of costs within
Xeim.
Deferred revenues at 30 June 2019 of GBP10.5m were GBP3.0m lower
than in 2018 due to the impact of the disposed entities. Adjusting
for the disposed businesses and deferred income relating to
Marketing Week Live, like-for-like deferred income is in line with
the level achieved in 2018.
Net cash has increased to GBP14.4m from GBP0.1m at the end of
December 2018 and operating cash conversion(4) for the half was 92%
(2018: 80%). The Group generated GBP3.8m of cash from operating
activities and cash collection remained strong. The Group received
net GBP16.0m of cash from disposing of its non-core businesses in
the period.
Six months ended Six months ended
30 June 2019 30 June 2018
Unaudited Unaudited
GBPm GBPm
---------------------------------- ----------------- ------------------
Adjusted(2) operating profit 1.6 2.6
Depreciation and amortisation 2.8 1.8
Movement in working capital (0.6) (0.9)
Adjusted operating cash flow(3) 3.8 3.5
Capital expenditure (0.4) (1.1)
Cash impact of exceptional items (0.7) (0.1)
Taxation (0.3) (0.6)
Interest and finance leases (1.3) (0.1)
---------------------------------- ----------------- ------------------
Free cash flow 1.1 1.6
Acquisitions (0.1) (1.8)
Disposals 16.0 0.3
Dividends (2.1) (2.2)
Share buybacks (0.6) (0.2)
---------------------------------- ----------------- ------------------
Net cash flow 14.3 (2.3)
Opening net cash/(debt) 0.1 4.1
---------------------------------- ----------------- ------------------
Closing net cash 14.4 1.8
---------------------------------- ----------------- ------------------
Exceptional costs in the first six months of the year were
GBP1.4m (2018: GBP0.1m) due to costs relating to the sales process
for The Lawyer and corporate restructuring costs linked to the
ongoing cost reduction programme.
Adjusted(2) diluted EPS for the reporting period was 0.6p, with
(0.9)p from continuing operations and 1.5p from discontinued
operations (2018: (1.1)p from continuing operations and 2.4p from
discontinued operations). Diluted EPS for the reporting period on a
statutory basis was 3.9p, (2.9)p from continuing operations and
6.8p from discontinued operations (2018: (2.1)p from continuing
operations and 2.3p from discontinued operations).
Segmental Review
Revenue and adjusted(2) operating profit for the six months
ended 30 June, together with reported and underlying(1) growth
rates across each segment, are set out below.
Six months ended Six months ended
30 June 2019 30 June 2018 Reported growth Underlying(1) growth
Unaudited Unaudited
GBPm GBPm % %
-------------------------------------- ----------------- ------------------ ---------------- ---------------------
Xeim
Revenue 19.7 20.8 (5) (4)
Contribution after portfolio costs(5) 6.1 5.6 9 17
Legal
Revenue 4.4 4.1 7 11
Contribution after portfolio costs(5) 2.4 2.3 4 4
-------------------------------------- ----------------- ------------------ ---------------- ---------------------
Xeim
On the 22 January 2019, we announced that our Marketing division
was being rebranded Xeim. The creation of Xeim has made it possible
to provide news content, insight, information, learning courses and
benchmarking tools from across the portfolio by linking platforms
and marketing services to provide clients with an enhanced service.
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 MarketMakers.
Xeim reported a year-on-year revenue fall of 5%. When adjusting
for the impact of Marketing Week Live, underlying(1) revenues are
down 4%.
We are pleased to report that due to cost reductions,
Contribution after Portfolio Costs (CAP(5) ) has grown by 9%. On an
underlying(1) basis, adjusting for Marketing Week Live, CAP(5) has
grown 17%.
Revenue Type Review
Digital premium content has continued to grow as a share of
Xeim's revenue (2019: 28%, 2018: 27%). Our Marketing Services
offerings have also grown their share of revenue, representing 36%
of revenue in H1 2019 against 34% in H1 2018. Advertising has
remained flat while live events have declined to 25% from 27% in H1
2018 due to the challenges faced by training in Econsultancy US as
highlighted below.
Brand Review
Marketing Week's Mini MBA performed excellently in the half with
revenues up 90% year-on-year with its highest number of
participants and a continually improving NPS. As previously noted,
Marketing Week Live has been discontinued. However, we anticipate
further revenue growth from our Marketing Week publication
following its move behind a paywall in early July.
Following its re-launch in April 2018, Influencer Intelligence
has grown strongly with new business volumes up 28% and renewal
rates and yields also showing strong growth.
Whilst Econsultancy EMEA's performance has been relatively
strong, difficulties in the American market resulted in significant
revenue shortfalls in training sales. We have proactively mitigated
against this decline by deliberately reducing the scale of our New
York office by bringing the sales operation back to the UK in order
to drive efficiencies.
MarketMakers had a disappointing half with revenue flat
year-on-year due, in the main, to poor new business wins at Really.
Management action is underway to address this situation.
Legal
The Lawyer saw solid performance in the period with overall
revenue increasing by 7% on a reported basis. On an underlying(1)
basis, stripping out for the disposal of Venture Business Research,
revenue growth was 11% with 18% growth in premium content and 30%
growth in live events. Live events grew on the back of the
successful launch of the Marketing Leadership Summit and especially
strong growth in the In-House Financial Services Conference and GC
Strategy Summit.
Premium content growth has been driven by continued
subscriptions growth, especially in terms of renewal values and
yield. The launch of the Litigation Tracker has seen a successful
uptake, with a significant number of new customers who did not buy
The Lawyer's litigation products in 2018.
Advertising revenue has fallen 9%, and now represents 32% of
segment revenue (2018 39%).
Disposal and Acquisitions
The Group completed on disposals of four of its non-core
businesses in the first half of 2019. The Group made the following
profit/(loss) on each disposal. The Group also sold Venture
Business Research, which was reported in previous results
presentations as part of the Professional segment, on 13 May.
Portfolio Profit / (Loss) on Disposal GBPm
--------------------- ---------------------------------
Travel and Meetings 3.2
Human Resources 3.9
Engineering 1.8
Financial (0.7)
--------------------- ---------------------------------
Total 8.2
--------------------- ---------------------------------
As at the end of June, no completion accounts had been completed
for any of the disposals and there may be some adjustments to these
numbers to be reported in our preliminary announcement in March
2020.
Group exceptional costs of GBP1.4m include GBP0.9m of
exceptional costs that were directly related to The Lawyer which
the Group chose to retain despite receiving multiple offers. This
is an attractive business with both strong revenue growth and
strengthening digital product mix.
The Group paid GBP0.1m of consideration to the former owners of
MarketMakers in the period. No further monies are due.
Dividends
The Board has proposed a GBP5.0m (3.5p per ordinary share)
interim dividend composed of a GBP2.1m ordinary dividend at 1.5p
per share (2018: 1.5p) and a GBP2.9m special dividend at 2.0p per
share (2018: nil). This will be paid on 25 October 2019 to all
shareholders on the register as at 11 October 2019.
Balance Sheet
Under the requirements of IFRS16, the Group has reclassified
material operating leases as finance leases on the balance sheet at
the end of June 2019. Prior periods are not restated for this
change. The only material operating leases to be treated in this
manner are the Group's rental properties in London, Portsmouth and
New York. The impact on non-current assets is to increase the net
book value of these asset by GBP2.4m, offset by increased finance
lease liabilities of GBP2.1m of which GBP1.2m is current and the
other GBP0.9m non-current.
Goodwill on the balance sheet was reduced by GBP10.4m in the
period following completion of the Group's disposal programme.
Intangible assets were reduced by GBP4.6m of which GBP2.4m related
to disposed assets.
Other receivables increased to GBP2.8m from GBP1.7m at the end
of 2018. This was primarily due to GBP0.8m of consideration due
following completion accounts related to the disposal programme in
addition to further amounts due in respect of transitional service
arrangements.
Outlook
The completion of our disposal programme has significantly
changed the structure of the Group. We are now more streamlined and
focused on our key segments of Xeim and The Lawyer. The immediate
task facing the Group is to ensure the resulting lost contribution
of the disposed businesses is filled by revenue growth in the
remaining business combined with cost reductions, both centrally
and within the portfolios. We are pleased to confirm that we have
already achieved annualised cost savings at the end of August of
GBP2.5m and expect these to increase to GBP5m annualised in
2020.
The potential impact of Brexit is, as of yet unknown, and
although the Group sells only a small portion of its revenue into
Europe, the impact on our UK customers cannot yet be ascertained.
However, it is something we have taken into consideration when
announcing our interim dividend of GBP5.0m, which includes a
special dividend of GBP2.9m. Given the uncertainties of Brexit,
combined with an apparent downturn in the world economy, the Board
feels it is prudent to review the Group's performance and outlook
in the Spring of 2020 before confirming the amount of further
special dividends.
We firmly believe that the increased focus and streamlined
nature of the business will allow the Group to react more quickly
to take advantages of changes in the market.
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Group are:
-- Failure to manage change effectively exacerbates difficulties
in recruiting and retaining staff and leads to loss of key senior
staff. This is relevant to London, New York and Portsmouth. In 2019
this risk was exacerbated by the simplification programme; the
formation of the XEIM group; and the reduction of overheads. The
Board considers this risk to have decreased following the
completion of the simplification programme in July 2019.
-- 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. The Board considers this risk to be broadly
the same as for the prior year.
-- 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
result in declining revenues from these sources. 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. This risk has
remained since the 2018 reporting period due to volatility in
advertising spend across our print products. The uncertainty
following the EU referendum result in specific markets continues
and, is expected until firm plans for the UK's exit from the EU are
established by the UK government. The Board considers this risk to
be broadly the same as for the prior year.
Further details of the Group's risk profile can be found in the
2018 Annual Report on pages 18-21.
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 2018 and
there were no changes during the six months to 30 June 2019. It was
announced on 4 September 2019 that Swag Mukerji would be replacing
Andria Vidler as Chief Executive Officer with immediate effect. A
list of current directors is maintained on the Centaur Media Plc
website.
Going Concern
In assessing the going concern status, the Directors considered
the Group's activities, the financial position of the Group and 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 2018.
The interim report was approved by the Board of Directors and
authorised for issue on 24 September 2019 and signed on behalf of
the Board by:
Swag Mukerji, Chief Executive Officer
Notes:
(a) The maintenance and integrity of the Centaur Media plc
website is the responsibility of the directors; the work carried
out by the auditors does not involve consideration of these matters
and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the 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.
Footnotes:
(1) Underlying revenues exclude the impact of Marketing Week
Live which will not run in 2020 and Venture Business Research
which was sold in the first half of 2019.
(2) Adjusted results exclude adjusting items, as detailed
in note 4 of this Interim Report.
(3) For reconciliation of adjusted operating cashflow see
page 5 of this Interim Report.
(4) Cash conversion is calculated as adjusted operating cashflow
/ adjusting operating profit excluding depreciation and amortisation
charges.
(5) Contribution after portfolio costs (CAP) is calculated
as all revenue generated by a portfolio less its costs of
sales and all costs attributable to marketing, selling, content
production and delivery of the revenue.
----------------------------------------------------------------------
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,
are 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
24 September 2019
Consolidated Statement of Comprehensive Income for the six
months ended 30 June 2019
Six months ended 30 June (Unaudited)
------------------------------------------------------------------------------
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results(1) items(1) results results(1) items(1) results
2019 2019 2019 2018 2018 2018
Note GBPm GBPm GBPm GBPm GBPm GBPm
Continuing operations
Revenue 2 24.1 - 24.1 25.0 - 25.0
Other operating
income 1.0 - 1.0 0.4 - 0.4
Net operating
expenses 3 (26.4) (3.3) (29.7) (27.2) (1.7) (28.9)
Operating loss (1.3) (3.3) (4.6) (1.8) (1.7) (3.5)
Finance costs (0.1) - (0.1) (0.1) - (0.1)
Loss before tax (1.4) (3.3) (4.7) (1.9) (1.7) (3.6)
Taxation 5 0.2 0.3 0.5 0.4 0.3 0.7
Loss for the period
from continuing
operations (1.2) (3.0) (4.2) (1.5) (1.4) (2.9)
Discontinued
operations
Profit / (loss)
for the period
from discontinued
operations 6,11 2.2 8.0 10.2 3.5 (0.1) 3.4
Profit / (loss)
for the period
attributable
to owners of
the parent 2.2 8.0 10.2 3.5 (0.1) 3.4
Total comprehensive
income / (loss)
attributable
to owners of
the parent 1.0 5.0 6.0 2.0 (1.5) 0.5
Earnings / (loss)
per share attributable
to owners of
the parent 7
Basic from continuing
operations (0.9p) (2.0p) (2.9p) (1.1p) (1.0p) (2.1p)
Basic from discontinued
operations 1.6p 5.5p 7.1p 2.5p (0.1p) 2.4p
--------------------------------- ------------- ----------- ---------- ------------ ---------- ------------
Total 0.7p 3.5p 4.2p 1.4p (1.1p) 0.3p
------------------------- ------ ------------- ----------- ---------- ------------ ---------- ------------
(1) Adjusting items are disclosed in note 4
Consolidated Statement of Changes in Equity for the six months
ended 30 June 2019
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 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
--------------------------------- ----- ------ ---- ---- ---- ------ ------
Unaudited
At 1 January 2019 15.1 (6.9) 1.1 1.8 0.1 55.5 66.7
Profit for the period and
total comprehensive income - - - - - 6.0 6.0
Transactions with owners:
Dividends (note 14) - - - - - (2.1) (2.1)
Acquisition of treasury shares - (0.6) - - - - (0.6)
Fair value of employee services - - - 0.3 - - 0.3
--------------------------------- ----- ------ ---- ---- ---- ------ ------
As at 30 June 2019 15.1 (7.5) 1.1 2.1 0.1 59.4 70.3
--------------------------------- ----- ------ ---- ---- ---- ------ ------
Consolidated Statement of Financial Position as at 30 June
2019
Registered number 04948078
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Audited
Note GBPm GBPm GBPm
Non-current assets
Goodwill 8 52.2 75.6 62.6
Other intangible assets 9 10.9 16.8 15.5
Property, plant and equipment 3.3 1.6 1.3
Deferred income tax assets 0.8 0.9 0.8
67.2 94.9 80.2
------------------------------------------ ------ ----------- ---------- ------------
Current assets
Inventories 0.2 1.0 1.4
Trade and other receivables 10 13.2 13.1 12.9
Cash and cash equivalents 14.4 1.8 0.1
Current tax asset 0.4 - 0.2
28.2 15.9 14.6
------------------------------------------ ------ ----------- ---------- ------------
Total assets 95.4 110.8 94.8
------------------------------------------ ------ ----------- ---------- ------------
Current liabilities
Trade and other payables (12.1) (12.4) (12.4)
Lease liabilities 12 (1.2) - -
Deferred income (10.5) (13.5) (15.0)
Provisions 13 - (0.1) (0.1)
(23.8) (26.0) (27.5)
------------------------------------------ ------ ----------- ---------- ------------
Net current assets / (liabilities) 4.4 (10.1) (12.9)
------------------------------------------ ------ ----------- ---------- ------------
Non-current liabilities
Lease liabilities 12 (0.9) - -
Provisions 13 (0.1) (0.1) (0.1)
Deferred tax liabilities (0.3) (1.3) (0.5)
(1.3) (1.4) (0.6)
------------------------------------------ ------ ----------- ---------- ------------
Net assets 70.3 83.4 66.7
------------------------------------------ ------ ----------- ---------- ------------
Capital and reserves attributable to owners of the parent
Share capital 15.1 15.1 15.1
Own shares (7.5) (6.7) (6.9)
Share premium 1.1 1.1 1.1
Other reserves 2.2 1.6 1.9
Retained earnings 59.4 72.3 55.5
------------------------------------------ ------ ----------- ---------- ------------
Total equity 70.3 83.4 66.7
------------------------------------------ ------ ----------- ---------- ------------
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 24
September 2019 and were signed on its behalf by:
Swag Mukerji
Chief Executive Officer
Consolidated Cash Flow Statement for the six months ended 30
June 2019
Six months ended 30 June (unaudited)
---------------------------------------
2019 2018
Note GBPm GBPm
Cash flows from operating activities
Cash generated from operations 15 3.1 3.4
Tax paid (0.3) (0.6)
Net cash generated from operating activities 2.8 2.8
------------------------------------------------------------------ ----- ------------------- ------------------
Cash flows from investing activities
Disposal of subsidiaries 6,11 16.0 0.3
Purchase of property, plant and equipment - (0.3)
Purchase of intangible assets 9 (0.4) (0.8)
Acquisition of subsidiary - settlement of deferred consideration 13 (0.1) (1.8)
Net cash flows used in investing activities 15.5 (2.6)
------------------------------------------------------------------ ----- ------------------- ------------------
Cash flows from financing activities
Payment for shares bought back (0.6) (0.2)
Interest paid (0.1) (0.1)
Repayment of obligations under finance lease 12 (1.2) -
Dividends paid to company's shareholders 14 (2.1) (2.2)
Proceeds of borrowings 2.8 1.5
Repayment of borrowings (2.8) (1.5)
Net cash flows used in financing activities (4.0) (2.5)
------------------------------------------------------------------ ----- ------------------- ------------------
Net increase / (decrease) in cash and cash equivalents 14.3 (2.3)
------------------------------------------------------------------ ----- ------------------- ------------------
Cash and cash equivalents at beginning of period 0.1 4.1
------------------------------------------------------------------ ----- ------------------- ------------------
Cash and cash equivalents at end of period 14.4 1.8
------------------------------------------------------------------ ----- ------------------- ------------------
Reconciliation of net cash:
Cash and cash equivalents 14.4 1.8
Borrowings - -
------------------------------------------------------------------ ----- ------------------- ------------------
14.4 1.8
------------------------------------------------------------------ ----- ------------------- ------------------
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 24 September 2019.
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 2018 were approved by the Board of Directors on 19 March
2019 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 2018, 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 2018, except as described below:
-- IFRS 16 'Leases' was adopted by the Group on 1 January 2019,
but the Group has not restated comparatives for the 2018 reporting
period, as permitted under the specific transitional provisions in
the standard. The reclassifications and the adjustments arising
from the new leasing rules are therefore recognised in the opening
balance sheet on 1 January 2019.
At 30 June 2019 the right-of-use assets have been included in
property, plant and equipment at a value of GBP2.4m and lease
liabilities at a value of GBP2.1m have been presented on the
consolidated statement of financial position. This is after GBP0.9m
depreciation expense in the period. The value of the IFRS 16 impact
to the P&L is immaterial, however the expenses are now
classified as depreciation expense on the right-of-use asset and
interest expense on the finance liability.
For further details of the transition to IFRS 16 please refer to
note 12.
-- Taxes on income in the interim periods are accrued using the
tax rate that would be applicable to the expected total annual
profit or loss.
The 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 2018 except as stated below.
i) Finance Leases incremental borrowing rate
The adoption of IFRS 16 on 1 January 2019 requires the use of an
incremental borrowing rate ('IBR') to discount minimum future lease
payments to present value. The IBR is an estimate used in
accounting for leases under IFRS 16 where the interest rate
implicit in the lease cannot be readily determined. The IBR is the
rate of interest that a lessee would have to pay to borrow over a
similar term, and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-use asset in a
similar economic environment. This is calculated by using LIBOR as
a reference rate and adjusted for the Group's specific borrowing
rates on its existing revolving credit facility. Additionally, for
each individual contract a lease specific adjustment is made where
necessary by using market yields on similar assets as a data
point.
New standards and interpretations not yet adopted
There are no standards that are not yet effective and that would
be expected to have a material impact on the entity in the current
or future reporting periods and on foreseeable future
transactions.
Basis of preparation
The condensed consolidated interim financial statements for the
six-month period ended 30 June 2019 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 2018, 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.
Discontinued operations
Where the requirements of IFRS 5 have been met, the operational
results of subsidiaries disposed of have been presented in
discontinued operations in the current period and restated to
discontinued operations in the comparative period.
Segmental reporting
In light of the disposals of subsidiaries, the reportable
segments of the Group have changed since the year ended 31 December
2018. In the year then ended (and in previous years) the three
reportable segments of the Group were:
-- Marketing (renamed Xeim);
-- Financial Services (disposed 31 March 2019); and
-- Professional, the aggregate of the following portfolios:
o Legal (which consists of The Lawyer and VBR (until disposal of
VBR on 13 May 2019));
o Human Resources (disposed 30 April 2019);
o Travel & Meetings (disposed 30 April 2019); and
o Engineering (disposed 31 May 2019)
Consequently, the Group is now organised around the two
continuing reportable market-facing segments, Xeim and Legal, with
corporate income and costs presented separately as "Central".
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 2018, 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.
-- 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)
---------------------------------------
2019 2018
GBPm GBPm
Continuing operations
Loss before tax (4.7) (3.6)
Exceptional operating expenses 1.4 0.1
Amortisation of acquired intangibles 1.2 1.2
Share-based payments 0.4 0.4
Loss on disposal of subsidiary 0.3 -
--------------------------------------- ------------------- ------------------
Adjusted loss before tax (1.4) (1.9)
Finance costs 0.1 0.1
Adjusted operating loss (1.3) (1.8)
--------------------------------------- ------------------- ------------------
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, 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:
Six months ended 30 June (unaudited)
---------------------------------------
2019 2018
GBPm GBPm
Reported cash flow from operating activities 3.1 3.4
Cash impact of adjusting items 1.4 0.1
Working capital impact of adjusting items (0.7) -
----------------------------------------------- ------------------- ------------------
Adjusted operating cash flow 3.8 3.5
----------------------------------------------- ------------------- ------------------
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 2018.
There have been no changes in risk management processes or
policies since the year end.
Seasonality
Due to the new structure of the business, particularly the
disposal of brands holding exhibitions, the business is more
susceptible to seasonality of earnings as the remaining large
events in Xeim both fall in the second half of the year. Taking the
continuing business only, during the year ended 31 December 2018
48% (2017: 43%) of revenues and 48% (2017: 49%) 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.
In light of the disposals of subsidiaries in the current year,
the reportable segments of the Group have changed since the year
ended 31 December 2018. In the year then ended (and in previous
years) the three reportable segments of the Group were as follows,
with corporate income and costs allocated to each on an appropriate
basis:
-- Marketing (renamed Xeim);
-- Financial Services (disposed 31 March 2019); and
-- Professional, the aggregate of the following portfolios:
o Legal (which consists of The Lawyer and VBR (until disposal of
VBR on 13 May 2019));
o Human Resources (disposed 30 April 2019);
o Travel & Meetings (disposed 30 April 2019); and
o Engineering (disposed 31 May 2019)
Consequently, the Group is now organised around the two
continuing reportable market-facing segments: Xeim and Legal. These
two segments derive revenues from a combination of live events,
premium content and advertising revenues. Corporate income and
costs have been presented separately as "Central". The Group
believes this is the most appropriate presentation of segmental
reporting in order for the user to understand the core operations
of the Group. There is no inter-segmental revenue.
Segment assets consist primarily of property, plant and
equipment, intangible assets including goodwill, inventories and
trade receivables. Segment liabilities comprise trade payables,
accruals and deferred income.
Corporate assets and liabilities primarily comprise property,
plant and equipment, intangible assets, current and deferred tax
balances, cash and cash equivalents, borrowings and lease
liabilities.
Capital expenditure comprises additions to property, plant and
equipment, intangible assets and includes additions resulting from
acquisitions through business combinations.
Continuing Discon-tinued
Xeim Legal Core operations Central operations operations Group
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended 30
June 2019
Unaudited
Revenue 19.7 4.4 24.1 - 24.1 7.0 31.1
Other operating
income - - - 1.0 1.0 - 1.0
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Adjusted operating
(loss) / profit 5.0 2.3 7.3 (8.6) (1.3) 2.9 1.6
Amortisation of
acquired
intangibles (1.2) - (1.2) - (1.2) (0.1) (1.3)
Exceptional
operating expense - (0.9) (0.9) (0.5) (1.4) (0.1) (1.5)
Share-based
payments (0.1) - (0.1) (0.3) (0.4) - (0.4)
Loss on disposal of
subsidiary - - - (0.3) (0.3) - (0.3)
Profit on disposal
of subsidiaries - - - - - 8.2 8.2
Operating (loss) /
profit 3.7 1.4 5.1 (9.7) (4.6) 10.9 6.3
Finance costs (0.1) - (0.1)
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
(Loss) / profit
before tax (4.7) 10.9 6.2
Taxation 0.5 (0.7) (0.2)
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
(Loss) / profit for
the period
attributable to
owners of the
parent (4.2) 10.2 6.0
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Segment assets 55.4 21.0 76.4 - 76.4 - 95.4
Corporate assets 19.0 19.0 - 19.0
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Consolidated total
assets 95.4 - 95.4
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Segment liabilities (13.6) (3.2) (16.8) - (16.8) - (16.8)
Corporate
liabilities (8.3) (8.3) - (8.3)
Consolidated total
liabilities (25.1) - (25.1)
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Other items
Capital expenditure
(tangibles and
intangibles) 0.4 - 0.4 0.3 0.7 - 0.7
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Continuing Discon-tinued
Xeim Legal Core operations Central operations operations Group
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended 30
June 2018
Unaudited
Revenue 20.8 4.1 24.9 0.1 25.0 13.4 38.4
Other operating
income - - - 0.4 0.4 - 0.4
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Adjusted operating
(loss) / profit 4.6 2.2 6.8 (8.6) (1.8) 4.4 2.6
Amortisation of
acquired
intangibles (1.2) - (1.2) - (1.2) (0.2) (1.4)
Exceptional
operating expense - - - (0.1) (0.1) - (0.1)
Share-based
payments (0.2) - (0.2) (0.2) (0.4) - (0.4)
Profit on disposal
of subsidiary - - - - - 0.1 0.1
Operating (loss) /
profit 3.2 2.2 5.4 (8.9) (3.5) 4.3 0.8
Finance costs (0.1) - (0.1)
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
(Loss) / profit
before tax (3.6) 4.3 0.7
Taxation 0.7 (0.9) (0.2)
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
(Loss) / profit for
the period
attributable to
owners of the
parent (2.9) 3.4 0.5
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Segment assets 66.7 17.6 84.3 - 84.3 15.3 99.6
Corporate assets 11.2 11.2 - 11.2
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Consolidated total
assets 95.5 15.3 110.8
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Segment liabilities (10.9) (2.4) (13.3) - (13.3) (4.7) (18.0)
Corporate
liabilities (9.4) (9.4) - (9.4)
Consolidated total
liabilities (22.7) (4.7) (27.4)
-------------------- ------- ------ ---------------- ---------- ------------------- ------------------- -------
Other items
Capital expenditure
(tangibles and
intangibles) 0.6 0.2 0.8 0.3 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
2019 2019 2019 2018 2018 2018
Note GBPm GBPm GBPm GBPm GBPm GBPm
Employee benefits expense 15.0 - 15.0 15.1 - 15.1
Depreciation of property,
plant and
Equipment(2) 1.4 - 1.4 0.4 - 0.4
Amortisation of intangible
assets 9 1.4 1.2 2.6 1.4 1.2 2.6
Loss on disposal of
Subsidiary 6 - 0.3 0.3 - - -
Other exceptional operating
costs 4 - 1.4 1.4 - 0.1 0.1
Operating lease rentals(3) - - - 0.8 - 0.8
Repairs and maintenance
expenditure 0.1 - 0.1 0.1 - 0.1
Impairment of trade
receivables 10 0.1 - 0.1 0.3 - 0.3
Share-based payment
expense - 0.4 0.4 - 0.4 0.4
Other operating expenses 8.4 - 8.4 9.1 - 9.1
----------------------------------- --- ----------- ---------- ---------- ----------- ---------- ----------
26.4 3.3 29.7 27.2 1.7 28.9
---------------------------------- --- ----------- ---------- ---------- ----------- ---------- ----------
Cost of sales 11.9 - 11.9 9.7 - 9.7
Distribution costs 0.1 - 0.1 - - -
Administrative expenses 14.4 3.3 17.7 17.5 1.7 19.2
26.4 3.3 29.7 27.2 1.7 28.9
---------------------------------- --- ----------- ---------- ---------- ----------- ---------- ----------
(1) Adjusting items are disclosed in note 4
(2) In the current period depreciation of GBP0.9m (2018: nil)
relates to right-of-use assets recognised on the adoption of IFRS
16 on 1 January 2019. See note 12 for further details.
(3) There are no operating lease rentals in the current year
following the adoption of IFRS16. See accounting policies note 1
for further details.
4 Adjusting items
Certain items are presented as adjusting. These are detailed
below.
Six months ended 30 June (unaudited)
---------------------------------------
2019 2018
GBPm GBPm
Continuing operations
Exceptional operating costs
Staff restructuring costs 0.1 -
Costs relating to strategic corporate restructuring activities 0.2 0.1
Divestment related costs 1.1 -
Exceptional operating costs 1.4 0.1
Amortisation of acquired intangible assets 1.2 1.2
Share-based payments 0.4 0.4
Loss on disposal of subsidiary 0.3 -
Adjusting items to profit before tax 3.3 1.7
Tax relating to adjusting items (0.3) (0.3)
---------------------------------------------------------------------- ------------------- ------------------
Total adjusting items after tax 3.0 1.4
---------------------------------------------------------------------- ------------------- ------------------
Discontinued operations
Profit on disposal of subsidiaries (8.2) (0.1)
Exceptional costs 0.1 -
Amortisation of acquired intangibles 0.1 0.2
Tax relating to adjusting items - -
---------------------------------------------------------------------- ------------------- ------------------
Total adjusting items after tax (5.0) 1.5
---------------------------------------------------------------------- ------------------- ------------------
Exceptional costs
Staff related restructuring costs
During 2019 staff related restructuring costs occurred in
association with the Group's divestment programme.
Costs related to strategic corporate restructuring
activities
In the current and prior year these costs related to
professional fees for the corporate simplification programme.
Divestment related costs
These relate to various professional fees for the divestment
programme announced in October 2018, accelerating the
simplification of the Group's structure to improve operational
execution and to focus attention on its leading brands.
Loss on disposal of subsidiary
This GBP0.3m loss relates to the disposal of the subsidiary
Venture Business Research Limited ('VBR') on 13 May 2019. The loss
on disposal, as well as the operational results up to the date of
disposal of this entity have been included in continuing operations
rather than discontinued operations as it does not represent a
separate major line of business of the Group.
Other adjusting items
Other adjusting items relate to the amortisation of acquired
intangibles and share-based payment costs
Discontinued operations
For further details on profit on disposal of subsidiaries please
see note 11.
Exceptional costs of GBP0.1m during 2019 are staff related costs
in association with the Group's divestment programme.
Amortisation of acquired intangibles that related to entities
disposed of was GBP0.1m and GBP0.2m in the current and prior period
respectively.
5 Taxation
Six months ended 30 June (unaudited)
---------------------------------------
2019 2018
GBPm GBPm
Continuing operations
Analysis of charge/(credit) for the period
Current tax 0.4 0.6
Deferred tax (0.2) (0.4)
--------------------------------------------- ------------------- ------------------
0.2 0.2
--------------------------------------------- ------------------- ------------------
The tax charge is based on the estimated effective tax rate of
for the year ending 31 December 2019 of 21.1% (2018: 19.6%).
6 Discontinued operations
In the current year the Group disposed of the following
subsidiaries:
- Centaur Financial Platforms Limited ('FIN') on 31 March
2019;
- Centaur Media Travel and Meetings Limited ('T&M') on 30
April 2019;
- Centaur Human Resources Limited ('HR') on 30 April 2019;
and
- Centaur Engineering Limited ('ENG') on 31 May 2019.
The disposals were effected in line with the Group's strategy to
simplify its structure, to improve operational execution and to
focus attention on leading brands.
A profit of GBP8.2m arose on the disposal of these subsidiaries
being the difference between the proceeds of disposals and the
carrying amount of the subsidiaries' net assets and attributable
goodwill, less transaction costs. Details of these disposals can be
found in note 11.
In addition to the above named subsidiaries, the Group also
disposed of its Venture Business Research Limited ('VBR')
subsidiary on 13 May 2019 to an employee of VBR. A loss on disposal
of GBP0.3m arose on this disposal as detailed in note 11. The loss
on disposal, as well as the operational results of VBR have not
been included in discontinued operations as it does not represent a
separate major line of business and these have therefore been
included in continuing operations.
In 2017 the Group disposed of its Home Interest segment ('HI').
In the prior year, GBP0.1m additional profit on disposal arose in
relation to this disposal following the agreement of final
completion accounts.
The results of the discontinued operations, which have been
included in the consolidated statement of comprehensive income and
consolidated cash flow statement, were as follows:
FIN T&M HR ENG HI Total FIN T&M HR ENG HI Total
Period ended Period ended
31
Mar 30 Apr 30 Apr 31 May 30 Jun 30 Jun 30 Jun 30 Jun 30 Jun 30 Jun 30 Jun 30 Jun
2019 2019 2019 2019 2019 2019 2018 2018 2018 2018 2018 2018
Income
Statement GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 2.1 3.8 0.7 0.4 - 7.0 4.4 6.2 1.2 1.6 - 13.4
Expenses (1.2) (2.2) (0.6) (0.3) - (4.3) (2.7) (4.4) (1.0) (1.1) - (9.2)
Profit/(loss)
on disposal (0.7) 3.2 3.9 1.8 - 8.2 - - - - 0.1 0.1
Profit/(loss)
before tax 0.2 4.8 4.0 1.9 - 10.9 1.7 1.8 0.2 0.5 0.1 4.3
Attributable
tax expense (0.3) (0.3) (0.1) - (0.7) (0.3) (0.4) (0.1) (0.1) - (0.9)
Statutory
profit/(loss)
after tax (0.1) 4.5 3.9 1.9 - 10.2 1.4 1.4 0.1 0.4 0.1 3.4
Profit/(loss)
on disposal 0.7 (3.2) (3.9) (1.8) - (8.2) - - - - (0.1) (0.1)
Amortisation of
acquired
intangible
assets 0.1 - - - - 0.1 0.1 - 0.1 - 0.2
Exceptional
expenses - - 0.1 - - 0.1 - - - - - -
Attributable
tax expense - - - - - - - - - - - -
Adjusted profit
attributable
to
discontinued
operations 0.7 1.3 0.1 0.1 - 2.2 1.5 1.4 0.2 0.4 - 3.5
====== ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Cash Flows
Operating cash
flows 0.6 0.3 0.4 0.4 - 1.7 - - - - - -
Investing cash
flows - - - - - - - - - - - -
Financing cash
flows - - - - - - - - - - - -
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total cash
flows 0.6 0.3 0.4 0.4 - 1.7 - - - - - -
====== ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
7 (Loss) / earnings 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. 2,105,196 (2018:
461,991) shares held in the employee benefit trust and 6,964,613
(2018: 6,964,613) 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)
-----------------------------------------------------------------------------------------------
2019 2019 2019 2018 2018 2018
Earnings Weighted Earnings Weighted
attributable to average (Loss) / attributable average (Loss) /
owners of the number of earnings per to owners of number of earnings per
parent shares share the parent shares share
GBPm millions Pence GBPm millions Pence
Basic
Continuing
operations (4.2) 142.9 (2.9) (2.9) 144.1 (2.1)
Continuing and
discontinued
operations 6.0 142.9 4.2 0.5 144.1 0.3
Effect of dilutive securities
Continuing
operations - - - - - -
Continuing and
discontinued
operations - 10.5 (0.3) - 10.9 (0.1)
--------------------- ----------------- ------------- -------------- ------------- -------------- --------------
Diluted
Continuing
operations (4.2) 142.9 (2.9) (2.9) 144.1 (2.1)
Continuing and
discontinued
operations 6.0 153.4 3.9 0.5 155.0 0.2
--------------------- ----------------- ------------- -------------- ------------- -------------- --------------
Adjusted
Continuing
operations
Basic (4.2) 142.9 (2.9) (2.9) 144.1 (2.1)
Exceptional
operating expense 1.4 1.0 0.1 0.1
Amortisation of
acquired
intangibles 1.2 0.8 1.2 0.8
Share-based payments 0.4 0.2 0.4 0.3
Loss on disposal of
subsidiary 0.3 0.2 - -
Tax effect of above
adjustments (0.3) (0.2) (0.3) (0.2)
Discontinued
operations
Basic 10.2 142.9 7.1 3.4 144.1 2.4
Exceptional
operating expense 0.1 0.1 - -
Amortisation of
acquired
intangibles 0.1 0.1 0.2 0.2
Profit on disposal
of subsidiary (8.2) (5.7) (0.1) (0.1)
Tax effect of above
adjustments - - - -
--------------------- ----------------- ------------- -------------- ------------- -------------- --------------
Adjusted basic
Continuing
operations (1.2) 142.9 (0.9) (1.5) 144.1 (1.1)
Continuing and
discontinued
operations 1.0 142.9 0.7 2.0 144.1 1.4
--------------------- ----------------- ------------- -------------- ------------- -------------- --------------
Effect of dilutive securities
Options
Continuing
operations - - - - - -
Continuing and
discontinued
operations - 10.5 (0.1) - 10.9 (0.1)
----------------- ------------- -------------- ------------- -------------- --------------
Adjusted diluted
Continuing
operations (1.2) 142.9 (0.9) (1.5) 144.1 (1.1)
Continuing and
discontinued
operations 1.0 153.4 0.6 2.0 155.0 1.3
Six months ended 30 June (unaudited)
---------------------------------------------------------------------------------------------
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results(1) items(1) results results(1) items(1) results
2019 2019 2019 2018 2018 2018
GBPm GBPm GBPm GBPm GBPm GBPm
Fully diluted from
continuing
operations (0.9p) (2.0p) (2.9p) (1.1p) (1.0p) (2.1p)
Fully diluted
from
discontinuing
operations 1.5p 5.3p 6.8p 2.4p (0.1p) 2.3p
------------------ --- ------------- ------------- ------------- ------------- ------------- -------------
Total 0.6p 3.3p 3.9p 1.3p (1.1p) 0.2p
---------------- ----- ------------- ------------- ------------- ------------- ------------- -------------
There was no difference between the weighted average number of
shares used for the calculation of basic and the diluted loss per
share for continuing operations as the effect of all potentially
dilutive shares outstanding was anti-dilutive.
8 Goodwill
GBPm
Cost
At 1 January 2019 159.5
Disposal of subsidiaries (note 11) (48.4)
------------------------------------- ------------------
At 30 June 2019 111.1
------------------------------------- ------------------
Accumulated impairment
At 1 January 2019 96.9
Disposal of subsidiaries (note 11) (38.0)
------------------------------------- ------------------
At 30 June 2019 58.9
------------------------------------- ------------------
Net book value
At 1 January 2019 62.6
------------------------------------- ------------------
At 30 June 2019 52.2
------------------------------------- ------------------
Net book value
At 1 January 2018 75.6
------------------- -----
At 30 June 2018 75.6
------------------- -----
Disposals in the year relate to the disposal of Centaur
Financial Platforms Limited (net book value GBP4.8m), Centaur Media
Travel and Meetings Limited (net book value GBP5.6m), Centaur Human
Resources Limited (net book value GBPnil) and Centaur Engineering
Limited (net book value GBPnil). See note 11 for further
details.
At the year-end 31 December 2018, prior to a full impairment
test, an impairment of GBP13.1m was recognised primarily relating
to events to be closed and other businesses within Xeim.
Subsequently a full impairment test was performed and 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 11.3% to 13.3%.
No impairment would occur in any of the segments.
(iii) Reduce the terminal value growth rate from 2.5% to 1.5%.
No impairment would occur in any of the segments.
In line with IAS 36 a full impairment test will be performed at
the year-end 31 December 2019.
9 Other intangible assets
Brands and Separately
Computer publishing Customer acquired websites
software rights* relationships* and content* Total
Net book value GBPm GBPm GBPm GBPm GBPm
At 1 January 2019 6.2 3.3 6.0 - 15.5
Additions
Separately
acquired 0.3 - - - 0.3
Internally
generated 0.2 - - - 0.2
Amortisation for
the period (1.5) (0.1) (1.1) - (2.7)
Disposal of
subsidiaries (note
11) (0.1) (1.8) (0.5) - (2.4)
-------------------- ------------------ ------------------ ------------------ ------------------- -------------
At 30 June 2019
(unaudited) 5.1 1.4 4.4 - 10.9
-------------------- ------------------ ------------------ ------------------ ------------------- -------------
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
-------------------- ------------------ ------------------ ------------------ ------------------- -------------
* Amortisation of acquired intangibles is presented as an
adjusting item.
10 Trade and other receivables
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Audited
GBPm GBPm GBPm
Amounts falling due within one year
Trade receivables 8.8 11.7 10.2
Less: expected credit loss (1.2) (1.3) (1.2)
-------------------------------------- ---------- ---------- ------------
Trade receivables - net 7.6 10.4 9.0
Other receivables 2.8 1.0 1.7
Prepayments 2.2 1.3 1.7
Accrued income 0.6 0.4 0.5
-------------------------------------- ---------- ---------- ------------
13.2 13.1 12.9
------------------------------------- ---------- ---------- ------------
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
2019 2019 2018 2018 2018 2018
Gross Provision Gross Provision Gross Provision
Unaudited Unaudited Unaudited Unaudited Audited Audited
GBPm GBPm GBPm GBPm GBPm GBPm
Not due 4.5 - 6.0 - 5.3 (0.1)
0-30 days 1.9 - 2.5 - 2.3 -
31-60 days 0.6 - 0.9 (0.1) 0.8 (0.1)
61-90 days 0.3 - 0.5 (0.1) 0.4 -
Over 90 days 1.5 (1.2) 1.8 (1.1) 1.4 (1.0)
--------------- ---------- ---------- ---------- ---------- ------------ ------------
8.8 (1.2) 11.7 (1.3) 10.2 (1.2)
-------------- ---------- ---------- ---------- ---------- ------------ ------------
The movement in the provision for impairment of receivables is
detailed below:
Six months ended 30 June (unaudited)
---------------------------------------
2019 2018
GBPm GBPm
Analysis of charge for the period
Balance at start of period 1.2 1.5
Utilisation - (0.5)
Additional provision charged to the statement of comprehensive income 0.1 0.3
Disposal of subsidiaries (note 11) (0.1) -
------------------- ------------------
1.2 1.3
------------------------------------------------------------------------ ------------------- ------------------
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. Disposal of subsidiaries
In the current year the Group disposed of the following
subsidiaries:
- Centaur Financial Platforms Limited ('FIN') on 31 March
2019;
- Centaur Human Resources Limited ('HR') on 30 April 2019;
- Centaur Media Travel and Meetings Limited ('T&M') on 30
April 2019; and
- Centaur Engineering Limited ('ENG') on 31 May 2019.
The results of these subsidiaries have been included in
discontinued operations as detailed in note 6.
The disposals were effected in line with the Group's strategy to
simplify its structure to improve operational execution and to
focus attention on leading brands. All disposals were executed by
way of sale of 100% of the equity shares.
The net assets of the subsidiaries at the date of disposal were
as follows:
FIN T&M HR ENG Total
31 March 30 April 30 April 31 May
2019 2019 2019 2019
GBPm GBPm GBPm GBPm GBPm
Goodwill 4.8 5.6 - - 10.4
Other
intangible
assets 1.1 - 1.1 - 2.2
Inventories - 1.2 0.1 0.4 1.7
Trade and
other
receivables 1.0 1.1 0.4 0.2 2.7
Intercompany 1.3 2.2 0.6 - 4.1
Cash and cash
equivalents 0.6 0.3 0.4 0.4 1.7
Trade and
other
payables (0.8) (0.6) (0.3) (0.1) (1.8)
Deferred
income (1.3) (2.9) (1.0) (1.2) (6.4)
Current tax
liability (0.1) (0.3) - - (0.4)
Net assets
disposed
attributable
to
Shareholders
of the
Company 6.6 6.6 1.3 (0.3) 14.2
Directly
attributable
costs of
disposal 0.6 0.4 0.5 0.4 1.9
(Loss) / gain
on disposal (0.7) 3.2 3.9 1.8 8.2
Fair value of
consideration 6.5 10.2 5.7 1.9 24.3
Satisfied by:
Cash and cash
equivalents 5.2 8.0 5.1 1.9 20.2
Settlement of
intercompany
balances 1.3 2.2 0.6 - 4.1
6.5 10.2 5.7 1.9 24.3
An amount of GBP0.8m of consideration satisfied by cash and cash
equivalents has not yet been settled and has been recognised in
'Other receivables', please refer to note 10. It is expected to be
settled wholly in cash in the second half of the current year.
FIN T&M HR ENG Total
31 March 30 April 30 April 31 May
2019 2019 2019 2019
GBPm GBPm GBPm GBPm GBPm
Net cash flow arising on disposal:
Consideration received in cash and cash equivalents 5.2 7.2 5.1 1.9 19.4
Less:
Directly attributable costs of disposal (0.4) (0.5) (0.4) (0.4) (1.7)
Cash and cash equivalents disposed of (0.6) (0.3) (0.4) (0.4) (1.7)
4.2 6.4 4.3 1.1 16.0
In addition to the above named subsidiaries, the Group also
disposed of its Venture Business Research Limited ('VBR')
subsidiary on 13 May 2019 to an employee of VBR for GBP1 settled by
cash and GBP31k settlement of intercompany balances. Net assets of
GBP0.3m, consisting of other intangible assets of GBP0.2m and a
deferred tax asset of GBP0.1m were disposed of, resulting in a loss
on disposal of GBP(0.3m).
The results of VBR have not been included in discontinued
operations in note 6 as it does not represent a separate major line
of business. The results of VBR have been included in continuing
operations.
12. Leases
This note explains the impact of the adoption of IFRS 16 Leases
on the Group's financial statements and discloses the new
accounting policies that have been applied from 1 January 2019.
The Group has adopted IFRS 16 retrospectively from 1 January
2019 but has not restated comparatives for the 2018 reporting
period, as permitted under the specific transitional provisions in
the standard. The reclassifications and the adjustments arising
from the new leasing rules are therefore recognised in the opening
balance sheet on 1 January 2019.
(a) Adjustments recognised on adoption of IFRS 16
On adoption of IFRS 16, the Group recognised lease liabilities
in relation to leases which had previously been classified as
'operating leases' under the principles of IAS 17 Leases. These
liabilities were measured at the present value of the remaining
lease payments, discounted using the incremental borrowing rate as
of 1 January 2019. The weighted average lessee's incremental
borrowing rate applied to the lease liabilities on 1 January 2019
was 3.8%.
The Group did not have any material leases previously classed as
finance leases.
30 June 2019
GBPm
Operating lease commitments disclosed as at 31 December 2018 7.3
Less operating lease commitments related to contracts with future commencement dates (3.4)
Operating lease commitments transitioning to IFRS 16 as at 1 January 2019 3.9
Discounted using the lessee's incremental borrowing rate at the date of initial application:
Lease liability recognised as at 1 January 2019 3.3
Current 2.3
Non-current 1.0
Total 3.3
GBP3.4m of operating lease commitments relating to a contract
with a commencement date of 1 October 2019 were disclosed as at 31
December 2018. Under IFRS 16, the finance lease liability and
corresponding right-of-use asset relating to this contract will be
recognised as at 1 October 2019. The commitments discounted at the
incremental borrowing rate will give rise to a finance lease
liability of GBP3.2m at 1 October 2019.
The recognised right-of-use assets were measured at the amount
equal to the lease liability at 1 January 2019:
GBPm
Properties 3.3
The change in accounting policy did not affect any other items
on the consolidated statement of financial position on 1 January
2019.
The Group derives income from sub-leasing. This has not been
included in the value of the right-of-use asset in accordance with
the short-term lease practical expedient permitted by IFRS 16. The
rental income generated in the period of GBP0.4m is presented in
the consolidated statement of comprehensive income in 'other
operating income' and is recognised on a straight-line basis.
(b) As at 30 June 2019
The finance lease liability and right-of-use assets present in
the consolidated statement of financial position as at 30 June 2019
were as follows:
Right-of-use assets
Cost GBPm
Recognised on adoption of IFRS 16 at 1 January
2019 3.3
As at 30 June 2019 3.3
Accumulated depreciation
Charge for the period 0.9
As at 30 June 2019 0.9
Net book value
Recognised on adoption of IFRS 16 3.3
As at 30 Jun 2019 2.4
Lease liability
Cost GBPm
Recognised on adoption of IFRS 16 at 1 January
2019 3.3
Interest expense -
Cash outflow (1.2)
As at 30 June 2019 2.1
Current 1.2
Non-current 0.9
As at 30 June 2019 2.1
(c) The Group's leasing activities and how these are accounted for
The Group leases three office spaces. Prior to the adoption of
IFRS 16 these leases were classified as operating leases. Payments
made under operating leases (net of any incentives received from
the lessor) were charged to the profit or loss on a straight-line
basis over the period of lease.
From 1 January 2019 relevant leases (i.e. excluding those to
which a practical expedient has been applied) are recognised as a
right-of-use asset and a corresponding liability at the date at
which the leased asset is available for use by the Group.
Each lease payment is allocated between the liability and
finance cost. The finance cost is charged to profit or loss over
the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period.
The right-of-use asset is depreciated over the shorter of the
asset's useful life and the lease term on a straight-line
basis.
Assets and liabilities arising from a lease are initially
measured on a present value basis. Lease liabilities include the
net present value of future lease payments discounted using the
interest rate implicit in the lease. If that rate cannot be
determined, the lessee's incremental borrowing rate is used, being
the rate that the lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value in a similar economic
environment with similar terms and conditions.
13 Provisions
Deferred
consideration Other Total
GBPm GBPm GBPm
At 1 January 2019 0.1 0.1 0.2
Utilised in the period (0.1) - (0.1)
At 30 June 2019 - 0.1 0.1
Current - - -
Non-current -0.1 0.1
Total -0.1 0.1
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
Deferred consideration at 1 January 2019 of GBP0.1m was payable
on completion of the MarketMakers Incorporated Limited tax return
for the year ended 31 December 2017, subject to any claims made
under the purchase agreement. This was settled during the
period.
Deferred consideration at 1 January 2018 related to the
acquisition of MarketMakers Incorporated Limited ('MarketMakers')
as disclosed in note 14 on pages 96-97 in the Group Annual Report
for the year ended 31 December 2017.
This consisted of GBP1.7m of contingent consideration and
GBP0.1m payable on completion of the Company's tax return which was
settled in the current period.
The contingent consideration of GBP1.7m was payable in the event
certain pre-determined EBITDA levels were 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 first half of the prior year.
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.
14 Dividends
Six months ended 30 June (unaudited)
2019 2018
GBPm GBPm
Equity dividends
Final dividend for 2017: 1.5p per 10p ordinary share - 2.2
Final dividend for 2018: 1.5p per 10p ordinary share 2.1 -
2.1 2.2
A dividend for the six months ended 30 June 2019 of GBP5.0m
(3.5p per ordinary share) is proposed by the Directors, comprised
of an ordinary dividend of GBP2.1m (1.5p per share) and a special
dividend of GBP2.9m (2.0p per share). This will be paid on 25
October 2019 to all shareholders on the register as at 11 October
2019.
15 Cash flow generated from operating activities
Six months ended 30 June (unaudited)
2019 2018
GBPm GBPm
Profit for the period 6.0 0.5
Adjustments for:
Tax 0.2 0.2
Depreciation of property, plant and equipment 1.4 0.4
Amortisation of intangible assets (note 9) 2.7 2.8
Interest expense 0.1 0.1
Share-based payments 0.4 0.4
Loss on disposal of subsidiary 0.3 -
Gain on disposal of subsidiaries (note 11) (8.2) 0.1
Unrealised foreign exchange differences - 0.1
Changes in working capital:
(Increase) / Decrease in inventories (0.5) 0.9
(Increase) in trade and other receivables (note 10) (2.4) (1.7)
Increase in trade and other payables 1.1 2.9
Increase / (Decrease) in deferred income 2.0 (3.3)
Cash generated from operating activities 3.1 3.4
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 KMGZLGDFGLZZ
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