TIDMCAU
RNS Number : 0825M
Centaur Media PLC
26 July 2017
26 July 2017
Centaur Media Plc
Interim results for the 6 months ended 30 June 2017
Results in line with expectations; further operational
progress
Transactions accelerate transformation into pure B2B media
group
Under IFRS 5, the intended disposal of the Home Interest
portfolio, is required to be shown as a discontinued operation. In
order to make year-on-year group performance more comparable, we
have presented parts of this report and commented on the results as
if the Home Interest segment had been a continuing operation.
Financial Highlights
Existing business Continuing operations
(inc Home Interest) (exc Home Interest)
HY HY % Change HY 2017 HY2016 % Change
2017 2016
----------------------- ------ ------ --------- -------- ------- ---------
Revenue 40.0 39.9 0.3 33.9 33.1 2.4
Underlying Revenue 39.8 39.3 1.3 33.7 33.1 1.8
Adjusted(2) operating
profit 4.2 5.0 (16.0) 2.0 2.6 (23.1)
Adjusted(2) operating
margin 10.5% 12.5% 5.9% 7.9%
(Loss) / profit
after taxation (0.9) 2.2 (1.0) 0.4
----------------------- ------ ------ --------- -------- ------- ---------
-- Reported revenues up 0.3% to GBP40.0m; underlying(1) increase in revenues 1%
o Premium content revenues up 1%, with digital premium content
revenues up by 4%
o Underlying live events revenues up 16.3%; reported live events
revenues up 14%
o Premium content and live events revenues now 78% of total
revenues (2016: 71%)
o Advertising revenues down 22% in line with expectations
-- Adjusted operating profit(2) of GBP4.2m (2016: GBP5.0m) with
adjusted(2) operating margin of 10.5% (2016: 12.5%) reflecting the
impact of the decline in advertising revenues, partly mitigated by
Oystercatchers which has delivered a strong revenue
performance.
-- Reported operating loss of GBP0.1m (2016: profit GBP3.1m)
with GBP2.8m of exceptional costs relating to transaction costs
(GBP2.1m) and Oystercatchers earn-out consideration (GBP0.6m).
-- Cash flow performance continuing to improve:
o GBP4.3m positive adjusted working capital
o Net debt(5) reduced by GBP4m (28%) to GBP10.1m from GBP14.1m
at December 2016
o Adjusted operating cash flow(3) of GBP9.0m (2016: GBP8.8m)
with cash conversion(4) of 214% (2016: 176%) and strong growth in
working capital inflows.
-- Interim dividend maintained at 1.5p (2016: 1.5p)
Operational Highlights
Continued progress in simplifying and focusing the core
business:
-- Proposed transactions (post period end) to accelerate Group's B2B focus:
o Sale of Home Interest division agreed for enterprise value of
GBP32m
o Agreement to acquire MarketMakers for initial consideration of
GBP13.4m plus working capital and further potential earn-out
consideration of up to GBP3.6m
o Completion of both transactions expected August 2017. Surplus
proceeds post completion to further strengthen balance sheet
-- Reduced print exposure and digital migration on track.
-- Strengthened balance sheet is allowing us to invest further
in our products and acquisitions.
Andria Vidler, Chief Executive, commented:
"We are pleased to report results in line with our expectations
despite the on-going pressures on advertising revenues. We are
making good progress in reshaping Centaur into a pure B2B media
group. The disposal of Home Interest and acquisition of
MarketMakers will accelerate our transformation."
Conference call
There will be a conference call hosted by management for
analysts and investors at 0800hrs this morning. If you would like
to participate, please contact Tulchan Communications at:
centaurmedia@tulchangroup.com
Enquiries
Centaur Media Plc
Andria Vidler, Chief Executive Officer 020 7970 4000
Swag Mukerji, Chief Financial Officer
Investor relations
James Macey White, Will Smith, Tulchan Communications 020 7353 4200
Note to editors
Centaur Media is an award winning UK-based multi-platform
content 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, 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) Underlying growth rates adjust for the impact
of the phasing of The Southern Homebuilding and
Renovation Show which occurred in June
in 2016 but will occur in July in 2017 and the
biennial contribution from AMS in 2017.
(2) Adjusted results exclude adjusting items, as
detailed in note 4.
(3) For reconciliation of adjusted operating cash
flow see page 5.
(4) Cash conversion is calculated as adjusted operating
cash flow / adjusted operating profit
(5) For reconciliation of net debt to statutory
measures see Consolidated Cash Flow Statement on
page 19.
---------------------------------------------------------
Overview of Group Performance
Centaur Media has made good progress in its transformation to
become a business to business media company that informs, advises
and connects business professionals through insight, data and
events. This has been achieved through the Group's development of
market-leading products and services combined with selective
acquisitions that broaden and improve the customer proposition.
This strategy has strengthened Centaur Media and leaves the Group
well-placed to support our clients in accelerating their business
performance.
The structural decline of advertising revenues has been well
publicised. The strategy is to build a core of high value digital
premium content products and to progressively reduce our exposure
to volatile and declining advertising revenues. 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 continued in the half year with recruitment
and display advertising declining 25% and 21% respectively, with
this being experienced across both print 28% and digital 18%
formats. As we approach the close of the current financial year, we
expect Centaur's exposure to be c.5% print advertising and c.15%
digital advertising.
Trading summary
On an Existing Group basis, the Group's trading results are as
follows: -
Six months Six months
ended ended Reported Underlying(1)
30 June
Existing Group 30 June 2017 2016 growth growth
Unaudited Unaudited % %
----------------------- ------------- ----------- --------- --------------
Revenue (GBPm) 40.0 39.9 0.3 1.3
----------------------- ------------- ----------- --------- --------------
Operating (loss)
/ profit (GBPm) (0.1) 3.1 (103.2)
----------------------- ------------- ----------- --------- --------------
Adjusted(1) operating
profit (GBPm) 4.2 5.0 (16.0) (24.5)
----------------------- ------------- ----------- --------- --------------
Adjusted(2) operating
profit margin 10.5% 12.5%
----------------------- ------------- ----------- --------- --------------
Adjusted(2) profit
before tax (GBPm) 4.0 4.7 (14.9)
----------------------- ------------- ----------- --------- --------------
(Loss) / profit
before tax (GBPm) (0.3) 2.8
----------------------- ------------- ----------- --------- --------------
Diluted (loss) /
earnings per share
(pence) (0.6) 1.5
----------------------- ------------- ----------- --------- --------------
Adjusted(2) diluted
EPS (pence) 2.1 2.5 (16.0)
----------------------- ------------- ----------- --------- --------------
Dividend per share
(pence) 1.5 1.5
----------------------- ------------- ----------- ---------
Adjusted operating
cash flow(3) (GBPm) 9.0 8.8
----------------------- ------------- ----------- --------- --------------
Cash conversion(4) 214% 176%
----------------------- ------------- ----------- --------- --------------
(1) Underlying growth rates adjust for the impact of the phasing
of The Southern Homebuilding and Renovation Show which occurred in
June in 2016 but will occur in July in 2017 and the biennial
contribution from AMS in 2017
(2) Adjusted results exclude adjusting items, as detailed in
note 4.
(3) For reconciliation of adjusted operating cash flow see page
5.
(4) Cash conversion is calculated as adjusted operating cash
flow / adjusted operating profit
Revenue grew by GBP0.1m in the period with the continued decline
in advertising of GBP2.4m and the planned cessation of unprofitable
events. This was offset by the benefit of a full six months of
revenue from the Oystercatchers' acquisition (GBP2.8m) and the
increased revenues from The Meetings Show. The deferral of the
Southern Homebuilding & Renovating Show to July 2017 (from June
in 2016) has pushed GBP0.6m of 2016 revenue back into H2. On an
underlying basis, revenue was 1.3% up on H1 2016.
The Group's adjusted operating profit margin fell from 12.5% to
10.5% due to the continued decline in advertising which has a high
margin. Centaur is continuing to focus on cost reduction across the
Group. Significant savings have been achieved and these are being
re-invested in enhancing our products and services. This strategy
will continue into 2018. The net effect is that overheads have
remained relatively flat compared to 2016.
Deferred revenues at 30 June 2017 of GBP16.4m were in line with
the same time last year. Adjusting for the impact of event phasing,
underlying deferred income was 6% lower over half of which was due
to changes in billing scheduling around the Business Travel Show
and the Travel Technology Show.
Adjusted operating profits of GBP4.2m (2016: GBP5.0m) declined
by GBP0.8m reflecting continuing declines in advertising revenue
across the Group as a result of the planned withdrawal from print
and weaker digital advertising trends in the market. The decline in
adjusted operating profit margins to 10.5% (2016: 12.5%) reflects
these trends with a high level of operational gearing attached to
advertising revenues.
Net debt has fallen to GBP10.1m from GBP14.1m at the end of
December 2016 and operating cash conversion for the half was 214%
(2016: 176%). Trade receivables are steadily reducing and the rate
of cash collection for invoices has been strong. There was a GBP1m
positive swing in adjusted working capital in H1 2017 compared to
the same period in 2016. The Group has good covenant headroom
within its GBP25m banking facilities. After the completion of its
disposal of the Home Interest portfolio and acquisition of
MarketMakers, the Group will be in a positive cash position.
Six months
Six months ended
ended 30 June
30 June 2017 2016
Unaudited Unaudited
GBPm GBPm
------------------------------- -------------- ------------
Adjusted operating
profit(1) 4.2 5.0
Depreciation and amortisation 1.8 1.5
Movement in working
capital 4.3 3.3
Capital expenditure (1.3) (1.0)
Adjusted operating
cash flow(2) 9.0 8.8
Cash impact of exceptional
items (0.3) (0.5)
Taxation (1.1) (1.0)
Interest and finance
leases (0.2) (0.3)
------------------------------- -------------- ------------
Free cash flow 7.4 7.0
Repayment of loan
notes - (1.1)
Acquisitions (1.2) -
Dividends (2.2) (2.1)
------------------------------- -------------- ------------
Net cash flow 4.0 3.8
Opening net debt (14.1) (17.9)
------------------------------- -------------- ------------
Closing net debt (10.1) (14.1)
------------------------------- -------------- ------------
(1) Adjusted results exclude adjusting items, as detailed in
note 4.
(2) For reconciliation of adjusted operating cash flow see page
5.
Exceptional costs in the first six months of the year were
GBP2.8m (2016: GBP0.4m), primarily relating to transaction costs
and the earn-out consideration for Oystercatchers.
Adjusted diluted EPS for the reporting period was 2.1 pence
(2016: 2.5 pence). Diluted EPS for the reporting period was (0.6)
pence (2016: 1.5 pence).
Segmental review
Revenue and adjusted operating profit for the six months ended
30 June, together with reported and underlying growth rates across
each segment, are set out below.
Six months
Existing Group ended
(Statutory Six months ended 30 June Reported Underlying(1)
result) 30 June 2017 2016 growth growth
Restated
Unaudited & Unaudited
GBPm GBPm % %
-------------------- ---------------------------------------------------- ------------- --------- --------------
Marketing
Revenue 15.5 14.0 10.7 10.7
Adjusted(2)
operating profit 0.8 0.8
Adjusted(2)
operating margin 5.2% 5.7% (0.5)
-------------------- ---------------------------------------------------- ------------- --------- --------------
Professional
Revenue 13.4 13.0 3.1 1.5
Adjusted(1)
operating profit 1.0 1.3 (23.1)
Adjusted(1)
operating margin 7.5% 10.0% (2.5)
-------------------- ---------------------------------------------------- ------------- --------- --------------
Financial Services
Revenue 5.0 6.1 (18.0) (18.0)
Adjusted(2)
operating profit 0.2 0.5 (60.0)
Adjusted(2)
operating margin 4.0% 8.2% (4.2)
-------------------- ---------------------------------------------------- ------------- --------- --------------
Home Interest
(Discontinued)
Revenue 6.1 6.8 (10.3) (1.6)
Adjusted(2)
operating profit 2.2 2.4 (8.3)
Adjusted(2)
operating margin 36.1% 35.3% 0.8
Total
Revenue 40.0 39.9 0.3 1.3
Adjusted(2)
operating profit 4.2 5.0 (16.0)
Adjusted(2)
operating margin 10.5% 12.5% (2.0)
-------------------- ---------------------------------------------------- ------------- --------- --------------
(1) Underlying growth rates adjust for the impact of the phasing
of The Southern Homebuilding and Renovation Show which occurred in
June in 2016 but will occur in July in 2017 and the biennial
contribution from AMS in 2017
(2) Adjusted results exclude adjusting items as detailed in note
4
Segmental analysis for the Existing Group as shown above has
been impacted by the decision to dispose of the Home Interest
segment. IFRS 5 states that any centrally allocated costs and
income may not be allocated to discontinued segments and that prior
year comparatives need to be reallocated. Consequently, no
centrally allocated costs have to be allocated to Home Interest.
Had Home Interest not been discontinued, the segmental results
would have been as shown in the table on page six.
The results below are an alternative performance measure and are
not statutory and are presented merely to demonstrate year-on-year
performance for the Existing Group. These are undistorted by the
change in allocation of overhead expenses as a result of the
intended disposal of the Home Interest segment.
Six months
Alternative ended
presentation Six months ended 30 June Reported
of results 30 June 2017 2016 growth
Unaudited Unaudited
GBPm GBPm %
-------------------- ---------------------------------------------------- ------------ ---------
Marketing
Revenue 15.5 13.8 12.3
Adjusted(1)
operating profit 1.5 2.0 (25)
Adjusted(1)
operating margin 9.7% 14.5% (4.8)
-------------------- ---------------------------------------------------- ------------ ---------
Professional
Revenue 13.4 13.1 2.3
Adjusted(1)
operating profit 1.5 1.1 36.4
Adjusted(1)
operating margin 11.2% 8.4% 2.8
-------------------- ---------------------------------------------------- ------------ ---------
Financial Services
Revenue 5.0 6.1 (18.0)
Adjusted(1)
operating profit 0.5 0.7 (28.6)
Adjusted(1)
operating margin 10.0% 11.5% (1.5)
-------------------- ---------------------------------------------------- ------------ ---------
Home Interest
Revenue 6.1 6.9 (11.6)
Adjusted(1)
operating profit 0.7 1.2 (41.7)
Adjusted(1)
operating margin 11.5% 17.4% (5.9)
Total
Revenue 40.0 39.9 0.3
Adjusted(1)
operating profit 4.2 5.0 (16.0)
Adjusted(1)
operating margin 10.5% 12.5% (2.0)
-------------------- ---------------------------------------------------- ------------ ---------
(1) Adjusted results exclude adjusting items as detailed in note
4
Marketing's operating result has fallen from GBP2.0 to GBP1.5m
primarily due to lower operating margins.
Professional's operating result has improved by GBP0.4m due to
strong growth in the Meeting Show which saw a 14% year on year
growth in revenue.
Financial Services' operating result of GBP0.5m was down GBP0.2m
on 2016 due to continuing declines in advertising.
Home Interest was down GBP0.5m on the prior year primarily due
to the deferral of the Southern Homebuilding and Renovation Show
till July 2017 from June in 2016.
Reconciliation of Existing Group Results to Results Reported in
Interim Statement
The below table shows the results of the Existing Group,
Discontinued Operations and Continuing Operations.
Continuing Discontinued
Operations Operations Existing Group
--------------- ----- --------------------------------- --------------------------------- ---------------------------------
Adjusted Adjusting Statutory Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results items results results items results results items results
6 months 6 months 6 months 6 months 6 months 6 months 6 months 6 months 6 months
ended ended ended ended ended ended ended ended ended
30 30 30 30 30 30 30 30 30
June June June June June June June June June
2017 2017 2017 2017 2017 2017 2017 2017 2017
Note GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 2 33.9 - 33.9 6.1 - 6.1 40.0 - 40.0
Net operating
expenses 3 (31.9) (2.6) (34.5) (3.9) (1.7) (5.6) (35.8) (4.3) (40.1)
--------------- ----- --------- ---------- ---------- --------- ---------- ---------- --------- ---------- ----------
Operating
profit
/ (loss) 2.0 (2.6) (0.6) 2.2 (1.7) 0.5 4.2 (4.3) (0.1)
Finance
costs (0.2) - (0.2) - - - (0.2) - (0.2)
--------------- ----- --------- ---------- ---------- --------- ---------- ---------- --------- ---------- ----------
Profit
/ (loss)
before
tax 1.8 (2.6) (0.8) 2.2 (1.7) 0.5 4.0 (4.3) (0.3)
Taxation 5 (0.4) 0.2 (0.2) (0.4) - (0.4) (0.8) 0.2 (0.6)
--------------- ----- --------- ---------- ---------- --------- ---------- ---------- --------- ---------- ----------
Total
comprehensive
income
/ (loss)
attributable
to owners
of the
parent 1.4 (2.4) (1.0) 1.8 (1.7) 0.1 3.2 (4.1) (0.9)
--------------- ----- --------- ---------- ---------- --------- ---------- ---------- --------- ---------- ----------
Earnings
/ (loss)
per share
attributable
to owners
of the
parent 6
Basic 1.0p (1.7p) (0.7)p 1.2p (1.1p) 0.1p 2.2p (2.8p) (0.6)p
Fully diluted 0.9p (1.6p) (0.7)p 1.2p (1.1p) 0.1p 2.1p (2.7p) (0.6)p
--------------- ----- --------- ---------- ---------- --------- ---------- ---------- --------- ---------- ----------
Operating
margin 5.8% -1.8% 36.1% 8.2% 10.5% -0.3%
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 and the
newly acquired Oystercatchers business.
Reported revenues grew by 11% driven by good momentum in live
events revenues despite a 26% decline in advertising revenues.
Around 42% of this segment's revenues are derived from digital
premium content, with 42% from live events and 16% from
advertising. Digital premium content revenues contributed GBP6.2m
(41%) to reported revenues of GBP15.5m. This year we are investing
in Celebrity Intelligence, Fashion and Beauty Monitor and
Econsultancy subscription products to build new data aggregation
capability, identity management and analytical features which will
deliver revenue growth from 2018 onwards. The successful
integration of Oystercatchers has contributed an additional GBP1.5m
to Live Events revenue through consultancy and training. Marketing
Week Live & Insight was an operational and commercial success
with almost 200 exhibitors meeting over 5,000 attendees over two
days at Kensington Olympia, delivering 10% YoY revenue growth. Mini
MBA, launched in H2 2016, continued its positive momentum
delivering c.GBP0.4m of revenue in H1.
Whilst the weakness in advertising revenues was consistent with
other parts of the Group, sponsored research revenue was up over
50% YoY.
The decline in adjusted operating profits and margin reflects
the impact of weaker advertising revenues and a higher depreciation
charge reflecting the ongoing investment into the digital platforms
across the Marketing segment.
Professional
The Professional segment includes four subsidiary markets:
Legal, Engineering, HR and Travel & Meetings. The broad revenue
split across the segment is 71% live events, 19% advertising and
10% premium content.
Reported revenues of GBP13.4m, include a GBP2.4m contribution
from The Meetings Show which grew by 14% and The Business Travel
Show which had reported revenues of GBP3.3m, also up 14% on the
prior year with visitor numbers up 10% and a re-book of 70%.
Travel & Meetings portfolio reported revenues of GBP5.7m
(2016: GBP5.0m), up 14% year on year with The Meetings Show
doubling its 2016 profits.
Total H1 revenues for the Legal portfolio of GBP3.9m were 3%
lower than in the same period last year, impacted by weaker
recruitment advertising falling 22% and 10% fall on sponsored
events. This advertising revenue fall was offset by an overall
portfolio growth in premium content revenues of 31%. The Lawyer
magazine successfully re-launched in Q2 as a monthly product and
has been well received.
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 GBP0.4m revenue growth in H1. On corporate
subscriptions the renewal rate by value averaged 123% with a volume
renewal rate of 91%. Total premium content revenue on The Lawyer
grew 40% to GBP1.1m (2016: GBP0.8m). Deferred revenues in the Legal
portfolio were GBP1.7m at 30 June, GBP0.1m, 3%, increase on last
year.
The Engineering portfolio reported revenues of GBP2.0m (2016:
GBP2.4m). Adjusted for the closure of the MWP, underlying revenues
declined by 5%. This year's Subcon included AMS and TEDIS, the show
was an overall success with visitor numbers +31% YoY and a re-book
for the 2018 show was 73%, the highest ever.
Financial Services
Serving the financial services industry, this segment includes
Money Marketing, Fund Strategy, Mortgage Strategy, Corporate
Advisor, Taxbriefs, Headline Money and Platforum.
This segment's revenues are now more diversified with 36% of
revenue from premium content, 30% from live events leaving
advertising revenue with 33% of the revenue mix. Advertising
revenues of GBP1.7m (2016: GBP2.5m) declined by 32% in the first
six months of the year. June advertising revenues were 24% lower
than in June 2016, with weakness being seen across both print and
digital formats. This weakness in advertising revenues masked good
growth in digital premium content revenues, with Platforum
transitioning from a report-based revenue stream to a digital
subscription model. Platforum revenue of GBP0.7m grew 24% in the
first six months of the year with renewal rate by value at 87% and
renewal rate by volume at 74%.
The decline in adjusted operating profit margins reflects the
impact of high levels of operational gearing attached to weaker
advertising revenues.
Despite the weakness reported in H1, the Financial Services
portfolio is well positioned to deliver content around the many
changes likely to occur in financial markets. With an increasingly
agile delivery platform, strong brands and premium content, this
presents a clear opportunity for the segment.
Home Interest
The Home Interest segment includes the live events and
publishing assets across the Homebuilding & Renovating, Real
Homes and Period Living brands.
The broad revenue split across the segment is 50% live events,
30% advertising and 20% premium content. The Homebuilding &
Renovating brand live events continues to demonstrate good
momentum, with H1 live events revenues 4% higher. Like for Like
forward bookings for the Southern Homebuilding & Renovating
exhibition taking place in July are 18% ahead of last year. Premium
content includes copy sales which declined by 14%.
Disposal and Acquisition
Post period-end saw the proposed disposal of the Group's B2C
division, Home Interest, for an enterprise value of GBP32 million
to Future plc, and the acquisition of MarketMakers, one of the
premier B2B integrated marketing services businesses for an initial
consideration of GBP13.4 million with a deferred earn out amount
based on EBITDA performance (maximum amount payable GBP17.0
million). An additional GBP3.1m is payable for working capital,
including c.GBP2.8m of cash.
Both transactions are anticipated to complete in early August,
with the net proceeds from the Disposal being used in part to
provide all of the consideration for the acquisition.
These transactions enable the Group to become fully focused on
accelerating the execution of its B2B strategy whilst reducing its
reliance on print and advertising.
Specifically, MarketMakers is ranked as the number one
telemarketing agency in the UK by B2B Marketing and has achieved
growth in revenues of 27% over the last three years. It will bring
sophisticated B2B telemarketing, data analytics, database
enrichment and automated lead generation to the Centaur
portfolio.
MarketMakers brings Centaur a new expert capability that helps
grow some of its existing digital business intelligence products
but also enables the Group to:
-- offer an end-to-end lead management and sales conversion service to clients
-- improve client media solution from 'simple' lead generation
to results-driven marketing campaigns with stronger ROI
Through MarketMakers, there are also a number of immediate
benefits available to existing Centaur clients:
-- Marketing automation to turn anonymous traffic into qualified leads
-- Exhibitors' return on investment can be improved
significantly by reducing the standard 80% lead generation
waste.
-- Simple data cleaning services to ensure GDPR compliance
-- Market segmentation and targeting analysis
Dividends
Following the half year trading performance, the Board has
elected to maintain the interim dividend at 1.5p; it is expected
that the final dividend will remain in line with the prior year at
3.0p.
Balance Sheet
Cash flow performance in the period continued to improve, with
the Group recording a GBP4.3m positive adjusted working capital
position at period end. Net debt reduced by GBP4m in the first half
of the year to GBP10.1m, while adjusted operating cash flow was
higher at GBP9.0m (2016: GBP8.8m) with cash conversion of 214%
(2016: 176%). Underlying operating profits decline of GBP0.8m was
mitigated by strong growth in working capital inflows. The Group
remains well-financed with a GBP25m revolving credit facility and
remains comfortably within the required banking covenants. Once the
transactions have both completed, we expect the Group to be in a
net cash position. However, we will maintain the RCF in order to
assist with further acquisitions we identify.
Outlook
Centaur expects advertising market conditions to remain
challenging. Against this, management remains focused on making
further progress in diversifying the revenue mix and is confident
in the Group's long-term B2B transformation strategy. Without the
transactions, we would be maintaining our full year guidance for
2017 and 2018.
The financial impact of the transactions is that 2017 revenues
will remain broadly in-line with expectations and there will be a
c.GBP2m reduction in operating profit. From 2018 onwards, we expect
an accelerated contribution from MarketMakers driven by a
combination of organic revenue growth, two-way cross selling
opportunities and cost synergies. We also plan to remove GBP0.8m of
annualised costs which represent circa 50% of the central overheads
historically attributable to Home Interest.
The cash position of the Group will significantly strengthen and
this will allow the pursuit of further opportunities to grow the
business in its chosen B2B sector.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group are:
-- Trends in print advertising and sales of print products 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.
-- Failure to manage change effectively could exacerbate our
difficulties in retaining and recruiting staff at an appropriate
cost in parts of the business, and lead to loss of key senior
staff, resulting in increased recruitment and training costs, loss
of productivity, potential loss of clients and potential inability
to maintain content quality and deliver our specific plans. Due to
increased change taking place across the business (caused by, among
other things, initiatives aimed at reducing our reliance on print,
together with more general cost-cutting measures) the Board
considers this risk to have increased since the previous year.
-- Serious systems failure affecting our core systems and
multiple products or business functions, or breach of network
security controls (as a result of a deliberate cyber-attack or
unintentional event), results in misappropriation of financial
assets, proprietary or sensitive information 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.
-- Fraudulent or accidental breach of our security, or
ineffective operation of IT and data management systems leads to
loss, theft or misuse of confidential information or personal data
or breach of data protection requirements resulting in increased
regulatory supervision, damage to our reputation and / or direct
financial impact. The Board considers this risk to be broadly the
same as for the prior year.
-- The Group runs events and exhibitions that gather large
numbers of people in single venues and locations, often in large
cities in the UK and elsewhere. This results in operational health
and safety risks including fire safety, food hygiene, crowd
control, security and failure of equipment. As the Group operates
events and exhibitions in locations hired from third parties,
including hotels and venue operators, it is generally not in
control of safety policies for the locations and depends upon the
third party venue operator to have adequate safety policies,
processes and equipment in place and to comply with health and
safety regulations. If a serious physical incident occurred at an
event, physical injury, death and other significant damage could
occur. The Board considers this risk to be broadly the same as for
the prior year.
-- A serious force majeure event, such as a flood or terrorist
attack, could affect the availability of a venue for one of our
large events or exhibitions or of our central London office. For
the Group's larger events and exhibitions, there are only a small
number of venues available for hire in the market from third
parties such as hotels, and we have a majority of our staff and
systems at a single central London location. If a venue or our
central London office becomes unavailable, it is unlikely that the
Group would be able to transfer an event to a different venue, or
our employees to a different office, at short notice. This could
result in damage to our reputation and direct financial impact from
revenues that we would be unable to collect (because, for example,
commercial teams are unable to operate effectively), costs already
incurred, refunds due to customers or legal claims from customers
and suppliers. The Board considers this risk to be broadly the same
as for the prior year.
-- The Group's products could be vulnerable to replication by
competitors in the UK or other markets including, potentially,
those offering content under a different revenue model that reduces
or eliminates costs for users. The Board considers this risk to be
broadly the same as for the prior year.
-- Changes to regulations and legal requirements, including in
relation to areas such as data protection and direct marketing,
restrict or burden the Group's activities. The Board considers this
risk to be broadly the same as for the prior year.
-- As Centaur Media's products are primarily sold to specific
sectors of the UK market, the Group's financial performance is
highly sensitive to economic and political conditions affecting the
UK market and/or the key sectors in which we operate. Uncertainty
about the future economic and political stability of the UK and its
impact on sectors including (but not limited to) the financial and
real estate sectors following the UK's vote to leave the EU in 2016
has the potential to reduce customer demand for our products and
thereby adversely affect the Group's revenues. The Board considers
this risk to have increased since the prior year due to diminished
short and medium-term expectations for the UK economy following the
referendum vote to leave the EU on 23 June 2016, meaning this risk
has been included in the 2016 Annual Report as a principal risk
facing the Group for the first time.
Further details of the Group's risk profile can be found in the
2016 Annual Report on pages 23-27
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 2016 and
there have been no changes during the six months to 30 June 2017.
It was announced in July 2017 that Grainne Brankin was leaving as
Company Secretary to be replaced by CFO, Swag Mukerji.
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 2016.
The interim report was approved by the Board of Directors and
authorised for issue on 25 July 2017 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
25 July 2017
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 2017
Six months ended 30 June (unaudited)
-----------------------------------------------------------------------------------
Restated(*) Restated(*) Restated(*)
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results(1) items(1) results results(1) items(1) results
2017 2017 2017 2016 2016 2016
Note GBPm GBPm GBPm GBPm GBPm GBPm
Continuing
operations
Revenue 2 33.9 - 33.9 33.1 - 33.1
Net operating
expenses 3 (31.9) (2.6) (34.5) (30.5) (1.8) (32.3)
Operating
(loss) /
profit 2.0 (2.6) (0.6) 2.6 (1.8) 0.8
Finance costs (0.2) - (0.2) (0.3) - (0.3)
(Loss) /
profit
before tax 1.8 (2.6) (0.8) 2.3 (1.8) 0.5
Taxation 5 (0.4) 0.2 (0.2) (0.4) 0.3 (0.1)
(Loss) /
profit
for the
period
from
continuing
operations 1.4 (2.4) (1.0) 1.9 (1.5) 0.4
Discontinued
operations
Profit for
the period
from
discontinued
operations 10 1.8 (1.7) 0.1 1.9 (0.1) 1.8
Profit /
(loss)
for the
period
attributable
to owners
of the parent 3.2 (4.1) (0.9) 3.8 (1.6) 2.2
Total
comprehensive
income /
(loss)
attributable
to owners
of the parent 3.2 (4.1) (0.9) 3.8 (1.6) 2.2
Earnings /
(loss) per
share
attributable
to owners
of the parent 6
Basic from
continuing
operations 1.0p (1.7p) (0.7p) 1.3p (1.0p) 0.3p
Basic from
discontinuing
operations 1.2p (1.1p) 0.1p 1.4p (0.2p) 1.2p
--------------- ------ ------------- ------------ ---------- ------------ ------------ --------------
Total 2.2p (2.8p) (0.6p) 2.7p (1.2p) 1.5p
--------------- ------ ------------- ------------ ---------- ------------ ------------ --------------
Fully diluted
from
continuing
operations 0.9p (1.6p) (0.7p) 1.2p (0.9p) 0.3p
Fully diluted
from
discontinuing
operations 1.2p (1.1p) 0.1p 1.3p (0.1p) 1.2p
--------------- ------ ------------- ------------ ---------- ------------ ------------ --------------
Total 2.1p (2.7p) (0.6p) 2.5p (1.0p) 1.5p
--------------- ------ ------------- ------------ ---------- ------------ ------------ --------------
* Restated to reflect Home Interest as a discontinued
operation
(1) See note 4
Consolidated Statement of Changes in Equity for the six months
ended 30 June 2017
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 2016 15.0 (6.5) 0.7 0.9 0.1 66.2 76.4
Profit for the
period and
total comprehensive
income - - - - - 2.2 2.2
Transactions
with owners:
Dividends (note
13) - - - - - (2.1) (2.1)
Exercise of share
awards - 0.3 - (0.2) - (0.1) -
Fair value of
employee services - - - 0.4 - - 0.4
----------------------- -------- ------- -------- -------- --------- --------- -------
As at 30 June
2016 15.0 (6.2) 0.7 1.1 0.1 66.2 76.9
----------------------- -------- ------- -------- -------- --------- --------- -------
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
13) - - - - - (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
----------------------- -------- ------- -------- -------- --------- --------- -------
Consolidated Statement of Financial Position as at 30 June
2017
Registered number 04948078
30 June 30 June 31 December
2017 2016 2016
Unaudited Unaudited Audited
Note GBPm GBPm GBPm
Non-current assets
Goodwill 7 64.6 78.1 72.1
Other intangible assets 8 14.4 16.6 16.7
Property, plant and equipment 1.7 2.2 2.0
Deferred income tax assets 0.8 0.8 0.6
81.5 97.7 91.4
----------------------------------- ----- ---------- ---------- ------------
Current assets
Inventories 0.9 1.3 2.5
Trade and other receivables 9 11.0 22.1 15.7
Cash and cash equivalents 3.9 2.9 3.4
Assets held for sale as part
of disposal group 10 11.1 - -
26.9 26.3 21.6
----------------------------------- ----- ---------- ---------- ------------
Total assets 108.4 124.0 113.0
----------------------------------- ----- ---------- ---------- ------------
Current liabilities
Trade and other payables (11.7) (12.1) (9.7)
Deferred income (12.8) (16.5) (16.9)
Current income tax liabilities (0.1) (0.8) (0.7)
Provisions - - (0.4)
Liabilities held for sale
as part of disposal group 10 (5.0) - -
(29.6) (29.4) (27.7)
----------------------------------- ----- ---------- ---------- ------------
Net current liabilities (2.7) (3.1) (6.1)
----------------------------------- ----- ---------- ---------- ------------
Non-current liabilities
Borrowings 11 (13.9) (17.0) (17.4)
Deferred income tax liabilities (0.8) (0.7) (0.8)
(14.7) (17.7) (18.2)
----------------------------------- ----- ---------- ---------- ------------
Net assets 64.1 76.9 67.1
----------------------------------- ----- ---------- ---------- ------------
Capital and reserves attributable
to owners of the parent
Share capital 15.1 15.0 15.1
Own shares (6.4) (6.2) (6.4)
Share premium 1.1 0.7 1.1
Other reserves 1.0 1.2 0.9
Retained earnings 53.3 66.2 56.4
----------------------------------- ----- ---------- ---------- ------------
Total equity 64.1 76.9 67.1
----------------------------------- ----- ---------- ---------- ------------
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 25
July 2017 and were signed on its behalf by:
Swag Mukerji
Chief Financial Officer
Consolidated Cash Flow Statement for the six months ended 30
June 2017
Six months ended 30
June (unaudited)
----------------------
2017 2016
Note GBPm GBPm
Cash flows from operating
activities
Cash generated from operations 14 9.9 9.3
Tax paid (1.1) (1.0)
Net cash generated from
operating activities 8.8 8.3
---------------------------------- ----- ----------- ---------
Cash flows from investing
activities
Other acquisitions - settlement
of deferred consideration (1.2) -
Purchase of property, plant
and equipment (0.1) (0.2)
Purchase of intangible assets 8 (1.1) (0.8)
Net cash flows used in investing
activities (2.4) (1.0)
---------------------------------- ----- ----------- ---------
Cash flows from financing
activities
Interest paid (0.2) (0.3)
Dividends paid 13 (2.2) (2.1)
Proceeds of borrowings 11 3.5 1.0
Repayment of borrowings 11 (7.0) (5.0)
Repayment of loan notes 11 - (1.1)
Net cash flows used in financing
activities (5.9) (7.5)
---------------------------------- ----- ----------- ---------
Net increase / (decrease)
in cash and cash equivalents 0.5 (0.2)
---------------------------------- ----- ----------- ---------
Cash and cash equivalents
at beginning of period 3.4 3.1
---------------------------------- ----- ----------- ---------
Cash and cash equivalents
at end of period 3.9 2.9
---------------------------------- ----- ----------- ---------
Reconciliation of net debt:
Cash and cash equivalents 3.9 2.9
Borrowings 11 (14.0) (17.0)
---------------------------------- ----- ----------- ---------
(10.1) (14.1)
---------------------------------- ----- ----------- ---------
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 financial statements were approved
for issue on 25 July 2017.
These condensed consolidated 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
2016 were approved by the Board of Directors on 28 March 2017 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 2016, is 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 financial statements are consistent with those applied
by the Group in its consolidated financial statements for the year
ended 31 December 2016, except as described below:
-- Amendments to IFRSs effective for the financial year ending
31 December 2017 are not expected to have a material impact on the
Group.
-- 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 financial statements have been restated to show the Home
Interest portfolio as a discontinued operation in accordance with
IFRS 5 (see note 10).
The preparation of the condensed consolidated 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 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
2016.
IFRS 15: Revenue from Contracts with Customers is a new standard
based on a five-step model framework, which replaces all existing
revenue recognition standards and is effective for accounting
periods commencing on or after 1 January 2018. Work is currently
ongoing in analysing the potential impact on the Group's various
revenue streams. The anticipated impact on the Group's reported
revenue for future years will be disclosed with the announcement of
the Group's 2017 preliminary results.
Basis of preparation
This condensed consolidated financial statements for the
six-month period ended 30 June 2017 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 2016, which have been prepared in accordance with IFRSs
as adopted by the European Union.
The condensed consolidated 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 2016, 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 8.
-- 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.
-- Impairment of goodwill - the Directors believe that as well
generally being volatile and material, the impairment of goodwill
relating to business combinations is reflective of past investment
decisions as well as current trading performance, and therefore
exclude any such charges from the adjusted results of the Group.
Details of goodwill impairment are shown in note 7.
-- 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.
-- 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 6
The following charges / (credits) were presented as adjusting
items:
Six months ended 30 June (unaudited)
-------------------------------------------
2017 2016
GBPm GBPm
Continuing operations
Exceptional operating expenses 0.1 0.4
Amortisation of acquired intangibles 1.2 1.0
Share-based payments 0.3 0.4
Costs relating to the acquisition of business 0.4 -
Earn-out consideration 0.6 -
------------------------------------------------ --- ------------------- ------------------
Adjusting items to profit before tax 2.6 1.8
Tax credit relating to adjusting items (0.2) (0.3)
------------------------------------------------ --- ------------------- ------------------
Adjusting items to profit for the period 2.4 1.5
------------------------------------------------ --- ------------------- ------------------
Adjusted operating profit reconciles to profit before tax as
follows:
Six months ended
30 June (unaudited)
-----------------------
2017 2016
Note GBPm GBPm
Continuing operations
Adjusted operating profit 2.0 2.6
Finance
costs (0.2) (0.3)
--------------------------------------- ----- ------------ ---------
Adjusted profit before tax 1.8 2.3
Adjusting Exceptional operating
items expense 4 (0.1) (0.4)
Amortisation of acquired
intangibles 4 (1.2) (1.0)
Share-based payments (0.3) (0.4)
Costs relating to the
acquisition of business 4 (0.4) -
Earn-out consideration 4 (0.6) -
(Loss) / profit before tax (0.8) 0.5
--------------------------------------- ----- ------------ ---------
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 2016.
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 2016, 55% (2015: 52%) of revenues and
56% (2015: 58%) of adjusted operating profits occurred in the
period January to June.
Discontinued operations
The results of the Home Interest portfolio have been
reclassified as discontinued operations pending the disposal of
these businesses.
2 Segmental reporting
The Executive Committee (comprising the Chief Executive, Chief
Finance Officer, Chief Operating Officer, three Divisional Managing
Directors and Company Secretary) 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 four market-facing segments:
Marketing, Financial Services, Professional and Home Interest.
Corporate costs are allocated to these segments on an appropriate
basis depending on the nature of the cost.
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.
2 Segmental reporting (continued)
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
-------------------------- ---------- ---------- ------------- ------------ ------------- --------
2 Segmental reporting (continued)
Financial Continuing Discontinued
Marketing Services Professional operations operations Group
GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended
30 June 2016
Restated & Unaudited
Revenue 14.0 6.1 13.0 33.1 6.8 39.9
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Adjusted operating
profit 0.8 0.5 1.3 2.6 2.4 5.0
Amortisation
of acquired intangibles (0.8) (0.1) (0.1) (1.0) (0.1) (1.1)
Exceptional operating
expense - (0.1) (0.3) (0.4) - (0.4)
Share-based payments - (0.1) (0.3) (0.4) - (0.4)
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Operating profit - 0.2 0.6 0.8 2.3 3.1
Finance costs (0.3) - (0.3)
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Profit before
tax 0.5 2.3 2.8
Taxation (0.1) (0.5) (0.6)
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Profit for the
period attributable
to owners of
the parent 0.4 1.8 2.2
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Segment assets 56.3 17.0 31.8 105.1 13.4 118.5
Corporate assets 5.5 - 5.5
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Consolidated
total assets 110.6 13.4 124.0
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Segment liabilities (11.1) (2.4) (8.6) (22.1) (4.3) (26.4)
Corporate liabilities (20.7) - (20.7)
Consolidated
total liabilities (42.8) (4.3) (47.1)
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
Other items
Capital expenditure
(tangibles and
intangibles) 0.3 0.1 0.2 0.6 0.2 0.8
-------------------------- ---------- ---------- ------------- ------------ ------------- -------
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
2017 2017 2017 2016 2016 2016
Note GBPm GBPm GBPm GBPm GBPm GBPm
Net foreign exchange
gains (0.2) - (0.2) - - -
Employee benefits
expense 14.3 0.1 14.4 14.2 0.2 14.4
Depreciation of
property, plant
and
equipment 0.4 - 0.4 0.3 - 0.3
Amortisation of
intangible assets 8 1.4 1.2 2.6 1.2 1.0 2.2
Exceptional operating
expense 4 - 0.2 0.2
Costs relating
to the acquisition
of business - 0.4 0.4 - - -
Earn-out consideration - 0.6 0.6 - - -
Operating lease
rentals 0.8 - 0.8 0.8 - 0.8
Repairs and maintenance
expenditure 0.3 - 0.3 0.2 - 0.2
Trade receivables
impairment 9 0.2 - 0.2 0.1 - 0.1
Share-based payment
expense - 0.3 0.3 - 0.4 0.4
Other operating
expenses* 14.7 - 14.7 13.7 - 13.7
-------------------------- ----------- ---------- ---------- ----------- ---------- ----------
31.9 2.6 34.5 30.5 1.8 32.3
------------------------- ----------- ---------- ---------- ----------- ---------- ----------
Cost of sales 16.7 - 16.7 16.1 - 16.1
Distribution costs 0.4 - 0.4 0.5 - 0.5
Administrative
expenses 14.8 2.6 17.4 13.9 1.8 15.7
31.9 2.6 34.5 30.5 1.8 32.3
------------------------- ----------- ---------- ---------- ----------- ---------- ----------
(1) See note 4
* Within the other operating expenses category, rental income
for the sub-lease of properties under leases totalled GBP0.3m
(2016: GBP0.4m).
4 Adjusting items
Certain items are presented as adjusting. These are detailed
below.
Six months ended
30 June (unaudited)
-----------------------
2017 2016
GBPm GBPm
Continuing operations
Exceptional operating costs
Staff related restructuring costs 0.1 0.2
Costs relating to strategic corporate
restructuring initiatives - 0.2
Exceptional operating costs 0.1 0.4
Costs relating to the acquisition
of business 0.4 -
Amortisation of acquired intangible
assets 1.2 1.0
Share-based payments 0.3 0.4
Earn-out consideration 0.6 -
-------------------------------------------- ------------ ---------
Adjusting items to profit before
tax 2.6 1.8
Tax relating to adjusting items (0.2) (0.3)
-------------------------------------------- ------------ ---------
Total adjusting items after tax 2.4 1.5
-------------------------------------------- ------------ ---------
Discontinued operations 1.7 0.1
-------------------------------------------- ------------ ---------
Total adjusting items after tax 4.1 1.6
-------------------------------------------- ------------ ---------
Exceptional costs
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.
In 2016 these comprised redundancy costs of GBP0.2m as a result
of specific restructuring activities and cost saving
initiatives.
Costs relating to strategic corporate restructuring
initiatives
In 2016 these costs relate to strategic restructuring
initiatives (GBP0.1m) and non-trading costs arising on prior
disposals (GBP0.1m).
Other adjusting items
Other adjusting items relate to the amortisation of acquired
intangible assets (see note 8) and share-based payment costs as
well as the items discussed below:
Earn-out consideration
In 2017, a charge of GBP0.6m has been recognised in relation to
the Oystercatchers acquisition earn-out.
Costs relating to the acquisition of a business
These costs relate to the proposed acquisition of MarketMakers
Limited (see note 15).
5 Taxation
Six months ended
30 June (unaudited)
-----------------------
2017 2016
GBPm GBPm
Continuing operations
Analysis of charge/(credit) for
the period
Current tax 0.4 0.3
Deferred tax (0.2) (0.2)
---------------------------------- ----------- ----------
0.2 0.1
---------------------------------- ----------- ----------
The tax charge is based on the estimated effective tax rate for
the year ending 31 December 2017.
6 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. 91,191 (2016:
91,191) shares held in the employee benefit trust and 6,870,437
(2016: 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)
------------------------------------------------------------------------------
2017 2017 2017 2016 2016 2016
Earnings Weighted Earnings Earnings Weighted Earnings
attributable average per attributable average per
to owners number share to owners number share
of the of shares of the of shares
parent parent
GBPm millions Pence GBPm millions Pence
Basic
Continuing operations (1.0) 144.4 (0.7) 0.4 143.3 0.3
Continuing and discontinued
operations (0.9) 144.4 (0.6) 2.2 143.3 1.5
Effect of dilutive securities
Options - 7.4 - - 6.3 -
------------------------------- -------------- ----------- --------- -------------- ----------- ---------
Diluted
Continuing operations (1.0) 151.8 (0.7) 0.4 149.6 0.3
Continuing and discontinued
operations (0.9) 151.8 (0.6) 2.2 149.6 1.5
------------------------------- -------------- ----------- --------- -------------- ----------- ---------
Adjusted
Continuing operations
Basic (1.0) 144.4 (0.7) 0.4 143.3 0.3
Exceptional operating
expense 0.1 - 0.1 0.4 - 0.3
Amortisation of
acquired intangibles 1.2 - 0.8 1.0 - 0.6
Share-based payments 0.3 - 0.2 0.4 - 0.3
Costs relating to
business acquisition 0.4 - 0.3 - - -
Earn-out consideration 0.6 - 0.4 - - -
Tax effect of above
adjustments (0.2) - (0.1) (0.3) - (0.2)
Discontinued operations
Basic 0.1 144.4 - 1.8 143.3 1.3
Amortisation of
acquired intangibles - - - 0.1 - 0.1
Costs relating to
business disposal 1.7 - 1.2 - - -
------------------------------- -------------- ----------- --------- -------------- ----------- ---------
Adjusted basic
Continuing operations 1.4 144.4 1.0 1.9 143.3 1.3
Continuing and discontinued
operations 3.2 144.4 2.2 3.8 143.3 2.7
------------------------------- -------------- ----------- --------- -------------- ----------- ---------
-
Effect of dilutive securities
Options
Continuing operations 7.4 (0.1) 6.3 (0.1)
Continuing and discontinued
operations 7.4 (0.1) 6.3 (0.2)
-------------- ----------- --------- -------------- ----------- ---------
Adjusted diluted
Continuing operations 1.4 151.8 0.9 1.9 149.6 1.2
Continuing and discontinued
operations 3.2 151.8 2.1 3.8 149.6 2.5
7 Goodwill
Total
Net book value GBPm
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 1 January 2016 78.1
At 30 June 2016 (unaudited) 78.1
------------------------------------------- --------
At the year-end 31 December 2016, the following sensitivity
analysis was performed on the value-in-use calculations, holding
all other variables constant, to:
(i) apply a 5% reduction to forecast adjusted EBITDA in each
year of the modelled cash flows. This would have resulted in a
further impairment of GBP0.6m in the Financial Services segment
(2015: further impairment of GBP1.2m in the Professional segment).
No impairment would have occurred in any of the other segments.
(ii) apply a 0.5% increase in discount rate from 12.6% to 13.1%.
This would have resulted in a further impairment of GBP0.4m in the
Financial Services segment (2015: increase to 13.7% would result in
a further impairment of GBP1.0m in the Professional segment). No
impairment would have occurred in any of the other segments.
(iii) reduce the terminal value growth rate from 2.0% to 1.75%.
This would have resulted in a further impairment of GBP0.1m in the
Financial Services segment (2015: 0.25% reduction to 2.0% would
result in a further impairment of GBP0.4m in the Professional
segment). No impairment would have occurred in any of the other
segments.
In the six months ended 31 December 2016, the goodwill relating
to the Financial Services segment was reduced to its recoverable
amount through recognition of an impairment loss of GBP7.2m.
8 Other intangible assets
Separately
Brands acquired
Computer and publishing Customer websites
software rights* relationships* and content* Total
Net book
value GBPm GBPm GBPm GBPm GBPm
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
------------------------- ----------- ----------------- ----------------- --------------- ------
At 1 January 2016 6.7 3.9 6.4 1.3 18.3
Additions
Separately acquired 0.1 - - - 0.1
Internally generated 0.5 - - - 0.5
Amortisation for
the period (1.2) (0.1) (0.6) (0.4) (2.3)
At 30 June 2016
(unaudited) 6.1 3.8 5.8 0.9 16.6
------------------------- ----------- ----------------- ----------------- --------------- ------
* Amortisation of acquired intangibles is presented as an
adjusting item.
9 Trade and other receivables
30 June 30 June 31 December
2017 2016 2016
Unaudited Unaudited Audited
GBPm GBPm GBPm
Amounts falling due within
one year
Trade receivables 10.9 18.0 15.8
Less: provision for impairment
of receivables (2.2) (0.7) (2.7)
--------------------------------- ---------- ---------- --------------
Trade receivables - net 8.7 17.3 13.1
Other receivables 0.9 1.5 0.8
Prepayments 1.2 1.7 1.2
Accrued income 0.2 1.6 0.6
--------------------------------- ---------- ---------- --------------
11.0 22.1 15.7
-------------------------------- ---------- ---------- --------------
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
2017 2017 2016 2016 2016 2016
Gross Provision Gross Provision Gross Provision
Unaudited Unaudited Unaudited Unaudited Audited Audited
GBPm GBPm GBPm GBPm GBPm GBPm
Not due 4.8 - 6.4 - 6.4 -
0-30 days 2.1 - 3.7 - 3.2 -
31-60 days 0.6 - 1.5 - 1.2 (0.1)
61-90 days 0.7 - 1.2 - 0.9 (0.1)
Over 90
days 2.7 (2.2) 5.2 (0.7) 4.1 (2.5)
------------- ---------- ---------- ---------- ---------- ------------ ------------
10.9 (2.2) 18.0 (0.7) 15.8 (2.7)
------------ ---------- ---------- ---------- ---------- ------------ ------------
The movement in the provision for impairment of receivables is
detailed below:
Six months ended
30 June (unaudited)
-----------------------
2017 2016
GBPm GBPm
Analysis of charge for the period
Balance at start of period 2.7 0.9
Utilisation (0.3) (0.4)
Additional provision charged to
the statement of comprehensive
income 0.3 0.2
Transferred to disposal group
classified as held for sale (0.5) -
------------ ---------
2.2 0.7
------------------------------------ ------------ ---------
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.
10 Assets held for sale
During the 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 7 July 2017
the sale of Home Interest was agreed pending shareholder approval
for an enterprise value of GBP32m, with completion expected in
August 2017. The profit on disposal is expected to be circa
GBP22m.
At the 30 June 2017 the Home Interest portfolio met the criteria
for and has been accounted for as a discontinued operation and held
for sale under IFRS 5.
The results of the Home Interest discontinued operation are as
follows:
Six months ended 30 June (unaudited)
-------------------------------------------
2017 2016
GBPm GBPm
Revenue 6.1 6.8
Expenses (3.9) (4.3)
-------------------------------------------------- --- ------------------- ------------------
Operating profit before exceptional items 2.2 2.5
Exceptional items (Note 4) (1.7) (0.1)
-------------------------------------------------- --- ------------------- ------------------
Profit before tax from discontinuing operations 0.5 2.4
Tax (0.4) (0.5)
-------------------------------------------------- --- ------------------- ------------------
Profit from discontinuing operations 0.1 1.9
-------------------------------------------------- --- ------------------- ------------------
Basic EPS
Statutory 0.1p 1.2p
Adjusted 1.2p 1.4p
------------ ----- -----
Diluted EPS
Statutory 0.1p 1.2p
Adjusted 1.2p 1.3p
------------ ----- -----
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 30 June
2017 2016
Unaudited Unaudited
GBPm GBPm
Operating cash flows 1.2 2.7
Investing cash flows - (0.2)
Financing cash flows - -
--------------------------------- ---------- ----------
Total cash flows 1.2 2.5
--------------------------------- ---------- ----------
11 Borrowings
30 June 30 June 31 December
2017 2016 2016
Unaudited Unaudited Audited
GBPm GBPm GBPm
Non-current liabilities
Revolving credit facility 14.0 17.0 17.5
Finance lease payables - 0.1 -
Arrangement fee in respect
of revolving credit facility (0.1) (0.1) (0.1)
13.9 17.0 17.4
------------------------------- ---------- ---------- ------------
12 Provisions
Deferred
consideration
GBPm
At 1 January 2017 0.4
Charged to the statement of comprehensive
income during the year 0.4
Reclassification of share-based payment
charge on earn-out 0.4
Utilised during the period (1.2)
-------------------------------------------- --------------------
At 30 June 2017 (unaudited) -
-------------------------------------------- --------------------
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 31 December 2016 and under the sales purchase agreement, the
contingent consideration was to be settled in cash [75%] and shares
[25%]. In the prior year, 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 the period 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
the period and therefore an adjustment of GBP0.4m (GBP0.2m current
period and GBP0.2m prior year) was made to reverse the share-based
payment element under IFRS 2 and account for the whole transaction
under IAS 19 appropriately.
13 Dividends
Six months ended
30 June (unaudited)
-----------------------
2017 2016
GBPm GBPm
Equity dividends
Final dividend for 2015: 1.5p
per 10p ordinary share - 2.1
Final dividend for 2016: 1.5p
per 10p ordinary share 2.2 -
----------------------------------- ----------- ----------
2.2 2.1
------------------------------- ----------- ----------
An interim dividend for the six months ended 30 June 2017 of
GBP2.2m (1.5p per ordinary share) is proposed by the Directors and
will be paid on 5 October 2017 to all shareholders on the register
as at 15 September 2017.
14 Cash flow generated from operating activities
Six months ended
30 June (unaudited)
-----------------------
2017 2016
GBPm GBPm
(Loss) / Profit
for the period (0.9) 2.2
Adjustments for:
Tax 0.6 0.6
Depreciation of property, plant
and equipment 0.4 0.3
Amortisation of intangible assets 2.6 2.3
Interest expense 0.2 0.3
Earn-out consideration 0.6 -
Share-based payments 0.3 0.4
Costs relating to business disposal 1.4 -
Costs relating to business acquisition 0.4 -
Changes in working
capital:
Decrease in inventories 1.0 0.7
Decrease in trade and other
receivables 2.4 3.0
Increase in trade and other
payables 1.4 -
Decrease in deferred income (0.5) (0.5)
Cash generated from operating
activities 9.9 9.3
---------------------------------------------- ------------ ---------
15 Post balance sheet event
On 7 July 2017, Centaur Communications Limited, a Group company,
entered into a conditional agreement to purchase the entire issued
share capital of MarketMakers, one of the UK's leading integrated
marketing services businesses for an initial consideration of
GBP13.4 million with a deferred earn out amount based on EBITDA
performance to a maximum amount payable of GBP17.0 million.
Additionally, on 7 July 2017 the sale of the Home Interest
portfolio was agreed pending shareholder approval. Further details
are provided in note 10.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR OKPDDCBKDBOB
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