Preliminary results for the year ended 31 Dec 2022

RNS Number : 9779S

Centaur Media PLC

15 March 2023

 

15 March 2023

Centaur Media Plc

Preliminary results for the year ended 31 December 2022

Robust growth in EBITDA and operating margins

despite challenging macroeconomic backdrop

Declaration of a further special dividend

On track to achieve Margin Acceleration Plan (MAP23)

Centaur Media Plc ("Centaur"), an international provider of business intelligence, learning and specialist consultancy, is pleased to present its preliminary results for the year ended 31 December 2022.

Financial Highlights

£m	2022	2021	Change
Statutory revenue	41.6	39.1	+6%
Adjusted EBITDA 1 margin	20%	16%	+4%pts
Adjusted EBITDA 1	8.5	6.4	+33%
Adjusted 1 operating profit	5.3	3.2	+66%
Statutory operating profit	3.9	1.6	+144%
Group statutory profit after taxation	2.8	1.4	+100%
Interim ordinary dividend per share	0.5p	0.5p
Final ordinary dividend per share	0.6p	0.5p
Special dividend per share (paid February 2023)	3.0p	-
Special dividend per share (announced today)	2.0p	-
Total dividends per share	6.1p	1.0p

·	Revenue grew by 6% to £41.6m
·	Adjusted EBITDA 1 increased by 33% to £8.5m
·	Adjusted EBITDA 1 margin improved to over 20% from 16%
·	Net cash 2 of £16.0m reflecting robust performance and cash generative nature of Centaur
·	77% of revenue from high value Premium Content, Training and Advisory and Marketing Services recurring revenue streams (2021: 74%)
·	Final ordinary dividend of 0.6 pence per share proposed - total ordinary dividends for the year of 1.1 pence per share
·	Second special dividend of 2.0 pence per share announced today - total special dividends of 5.0 pence per share
·	Total return to shareholders from ordinary and special dividends of £8.8m

Business Highlights

·	Flagship 4 brands drove positive momentum over last 12 months
·	Growth from successfully developing more customer-centric products and cross-selling
·	Festival of Marketing moved from two years of virtual events to a sold out in-person event
·	Focus on organic growth and operational management to reinforce the Group's resilience and maintain its operational leverage

Over the course of 2022, Centaur continued to take further steps towards achieving the targets set out as part of its Margin Acceleration Plan (MAP23) - to generate £45m in revenue and an Adjusted EBITDA ¹ margin of 23% by the end of 2023. In 2022, the second year of MAP23, Centaur built on its Flagship 4 strategy, the efficiency of its operating structure and the excellence of its people.

Centaur performed well despite the macroeconomic uncertainty seen in 2022. The Group reported revenue of £41.6m for the year (2021: £39.1m), and a Group Adjusted EBITDA ¹ of £8.5m (2021: £6.4m). Adjusted EBITDA ¹ margin for 2022 improved to over 20% (2021: 16%), resulting in the Group ending the year with a net cash ² balance of £16.0m, up from £13.1m last year.

The Flagship 4 brands - Econsultancy, Influencer Intelligence, MW Mini MBA and The Lawyer - have driven this positive momentum over the past twelve months. The markets in which these brands operate, marketing across a range of industries and the legal sector, are characterised by change. They continue to be driven by technological advancement, structural change and globalisation. This provides Centaur with a clear opportunity to use its deep level of expertise to further grow in the marketing and legal sectors.

In 2022, Centaur continued to make significant progress in developing its Flagship 4 brands:

·	Econsultancy saw revenue increase by 8%, driven by double-digit growth in subscriptions and a 38% increase in Training and Advisory revenue from large six-figure contracts with blue-chip multinational companies;
·	Influencer Intelligence built momentum over the course of the year with double-digit revenue growth due to renewal rates at 90%, the highest for five years;
·	MW Mini MBA , our largest brand by revenue, continued to go from strength to strength with corporate multi-seat packages up 20% and price rises contributing to a 7% increase in revenue; and
·	The Lawyer performed ahead of expectations, with a 22% increase in Premium Content revenue due to corporate subscription renewal rates of 116% supported by Signal and Litigation Tracker, its data-driven paid-for products. It also held its first in-person The Lawyer Awards since 2019, pushing events revenue up 87%.

Meanwhile, across the portfolio, Centaur was particularly encouraged by the Festival of Marketing moving forwards from two years of virtual events to a hybrid Festival in March and a sold out in-person Festival in October. However, marketing solutions were challenged across both business units due to changing customer behaviour arising from macroeconomic pressures.

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

Alongside this strategic progress, Centaur has taken clear operational and financial steps to focus on organic growth and manage costs to reinforce the resilience and sustainability of the business. These steps will help maintain the Group's operational leverage and ensure that it is best positioned to withstand any continued macroeconomic uncertainty and achieve its ambitious MAP23 objectives.

Ordinary Dividend and Second Special Dividend

The Group's capital allocation policy is focused on retaining sufficient cash in the business to fund all organic investment, including technology and new products, while maintaining sufficient funding to cover unexpected working capital volatility. The Group will also consider complementary bolt-on acquisitions to supplement its growth strategy. Any cash surplus to the long-term requirements of the business will be returned to shareholders.

The success of the MAP23 strategy and the cash generative, capital light nature of the business has resulted in surplus cash, with net cash ² levels of £16.0m as at 31 December 2022 (2021: £13.1m).

Therefore the Board was pleased to announce a special dividend of 3.0 pence per share, £4.3m, in January 2023 in addition to its normal dividend policy of distributing 40% of adjusted retained earnings, subject to a minimum dividend of 1.0 pence per share per annum.

The proposed final dividend of 0.6 pence per share results in total ordinary dividends for 2022 of 1.1 pence per share, above the minimum 1.0 pence per share for the first time since the policy was initiated in 2019.

Following the payment of the first special dividend and other planned creditor payments, net cash ² at 10 March 2023 was £10.2m.

Given the strength of the balance sheet, Centaur is pleased to announce today a second special dividend of 2.0 pence per share, £2.9m. Together with the interim, final ordinary and first special dividends, total dividends are 6.1 pence per share, £8.8m.

Outlook

Centaur has undergone a significant transformation over recent years and this is set to continue in 2023. The Group will further develop its Flagship 4 and Core Brands to ensure it continues to lead from the front in delivering what customers need.

The Group's strategic priority over time is to shift towards an even more focused, customer-centric offering as it looks to gain a greater share of repeatable, high-value revenue streams from a higher proportion of blue-chip customers.

Centaur remains on track to meet its MAP23 objectives despite the uncertain macroeconomic outlook, and the Group's trading has started the year in line with the Board's expectations.

Swag Mukerji, Chief Executive Officer, commented:

"Centaur continued to perform well despite the macroeconomic uncertainty that characterised 2022 for our customers. Our focus on understanding and satisfying customer needs, together with our ability to continuously drive operational improvements, raised the quality and efficiency of our business.

"Looking ahead, we are determined to keep driving performance in line with our MAP23 objectives and beyond, by continuing to build the quality of our revenue streams and taking advantage of the operational leverage within our business units. I believe Centaur has the talent, strategy and financial discipline to achieve its longer-term ambitious objectives."

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

²   Net cash is the total of cash and cash equivalents and short-term deposits. There are no overdrafts or borrowings in the Group.

Enquiries

Centaur Media plc

Swag Mukerji, Chief Executive Officer  020 7970 4000

Simon Longfield, Chief Financial Officer

Teneo

Zoë Watt / Matthew Thomlinson / Oliver Bell  07713 157561 / 07785 528363 / 07917 221748

Note to editors

Centaur is an international provider of business intelligence, learning and specialist consultancy that inspires and enables people to excel at what they do, raising the standard for insight, interaction and impact.

Centaur's Flagship 4 brands are Econsultancy, enabling customers to achieve excellence in digital marketing and ecommerce; MW Mini MBA, taking marketing and brand skills to the next level; Influencer Intelligence, helping global brands find and engage with the right influencers; and The Lawyer, the most trusted brand for the legal profession, providing data-rich business intelligence and insight.

Advise. Inform. Connect.

Our vision

We will be the 'go to' company in the international Marketing and Legal sectors for:

·	Advising businesses on how to improve their performance and returns on investment (ROI);
·	Providing business intelligence to customers using data, content and insight;
·	Offering training, learning and advisory services through digital learning initiatives and online programmes; and
·	Connecting specific communities through digital media and events.

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

Our business

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

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

Highlights of the year

Financial highlights

Revenue £41.6m 2021: £39.1m 2020: £32.4m	Adjusted EBITDA £8.5m (20% margin) 2021: £6.4m (16% margin) 2020: £3.8m (12% margin)
Net Cash 1 £16.0m 2021: £13.3m 2020: £8.3m	Adjusted diluted EPS 2.6p 2021: 1.9p 2020: 0.3p
1   Net cash is the total of cash and cash equivalents and short-term deposits

  Strategic and operational highlights

·	Strong performance despite macroeconomic uncertainty, with business on track to deliver its MAP23 objectives
·	Clear operational and financial steps taken to focus on organic growth and manage costs to reinforce the resilience of the business
·	Flagship 4 brands continue to deliver growth as the average customer account value increases
·	New customer-centric products launched including Econsultancy's LMS platform, MW Mini MBA's alumni membership, The Lawyer Briefing Room and Litigation Tracker International
·	Return to in-person events with Festival of Marketing and The Lawyer Awards being notable successes
·	Cash conversion remains strong at close to 100%
·	Return of capital to shareholders announced through special dividends
·	DICE, our employee engagement committee, continues to go from strength to strength, with improvements in employee engagement and on climate-related matters.

Performance: CEO Review

This is my fourth Annual Report as CEO of Centaur Media and, as we enter the third and final year of our ambitious MAP23 strategy, we are laying the foundations for the next step in Centaur's growth story.

2022 was another year marked by macroeconomic turbulence - and Centaur remains focused on growth. We are determined to keep driving performance in line with our MAP23 objectives, by continuing to build the quality of our revenue streams and taking advantage of the operational leverage within our business units.

As a reminder, the core objectives of MAP23 are to raise Group Adjusted EBITDA margins to 23% by the end of 2023, while increasing revenues to £45m in the same timeframe.

Financial performance

Over the course of 2022, Centaur continued to take positive steps towards our MAP23 goals, building on the structure and processes that were put in place through the previous year.

In 2022, Centaur reported revenues of £41.6m for the year (up from £39.1m 2021), and a Group Adjusted EBITDA of £8.5m (up from £6.4m in 2021). It was satisfying to see that Adjusted EBITDA margin for 2022 was over 20% (up from 16% in 2021) resulting in the Group ending the year with net cash of £16.0m, up from £13.1m last year. I am pleased with the contribution that all our brands have continued to make to this positive momentum over the past twelve months. 

Clear operational and financial steps have been taken to focus on organic growth and manage costs to reinforce the resilience of the business. These include better understanding and satisfying the needs of our customers, focusing on increasing the size and scale of customers we target, conducting strong negotiation with suppliers and implementing flexible reward structures to retain and recruit top talent. Employee numbers have been kept under tight control, with only a slight increment on 2021, as increases in growth areas were balanced by reductions in less strategically important areas of the business. We have also maintained our central costs in line with 2021 and will be reducing our costs in 2023, along with our carbon footprint, by moving into a smaller London office as of 1 January 2023. These steps will maintain our operational leverage and ensure that the business is best positioned to withstand any wider macroeconomic uncertainty and achieve our MAP23 objectives.

Dividends

The Group has proposed a final dividend of 0.6 pence per ordinary share to take our total ordinary dividends for 2022 to 1.1 pence, above the minimum 1.0 pence per share that we have paid previously under our dividend policy. A special dividend of 3.0 pence per share, equivalent to £4.3m, was paid on 10 February 2023 and a further special dividend of 2.0 pence per share, to be paid on 31 March 2023, will bring the total dividends to shareholders in respect of 2022 to 6.1 pence per share (£8.8m).

Operational review

Centaur comprises two business units, Xeim and The Lawyer. Xeim forms 80% of our revenues and is focused on the marketing sector across a wide range of industries. The Lawyer is focused on the legal sector and drives the other 20%. Both sectors are undergoing significant change, driven by technological advancement, structural change and globalisation, giving Centaur a great opportunity to use its competitive advantage to further grow in these sectors.

Within these two business units, Centaur has four key brands - the Flagship 4 - which we consider our key growth drivers and where the business prioritises investment and resource allocation. The Lawyer is one of these brands, while the other three form part of the Xeim portfolio (Econsultancy, Influencer Intelligence and MW Mini MBA). The Flagship 4 is supported by our suite of Core Brands.

Over the course of 2022, we made significant progress in developing both our Flagship 4 and Core Brands. Our aim is to position each of these brands for further growth, developing cross-selling opportunities and enhancing their shared capabilities, with the ultimate aim of enabling our customers to deliver better corporate outcomes through building competitive advantage in their markets.

Econsultancy continued to win large six-figure contracts from blue-chip international companies including Unilever, Jacobs Douwe Egberts, Specsavers and Pepsico, seeing Training and Advisory revenues increase by 38%, while growing its core digital and training subscription services through improving renewal rates averaging 82% for the year. A restructuring in 2022 enabled the business to combine its consultancy and online subscription training, enhancing the offer to customers. 

Influencer Intelligence grew in momentum over the course of the year, overcoming prior challenging market conditions, to end the year with an annual renewal rate of 90% - the highest rate for over five years. Our focus has been to gain a better insight as to what the needs of our customers are whilst retaining the level of detailed analytics conducted by our research and content team.

The MW Mini MBA continued to go from strength to strength, with corporate multi-seat packages up 20% and related delegates now representing 43% of the total for the year. A reduction in the volume of online sales resulted in total delegate numbers on the main courses increasing only 1% in the year. However this was achieved with an increase in yield of 10% from price rises and discount management resulting in an 11% increase in revenue on the main courses and 7% in total for the MW Mini MBA, including bespoke courses. 

The Lawyer had another year of strong performance, with TheLawyer.com corporate subscriptions, supported by Horizon, performing ahead of expectations with renewal rates of 116%. The main corporate subscription product is complemented by data-driven products, including Signal and Litigation Tracker, which launched internationally in May with content from Hong Kong, Singapore and Dubai. The new data-driven subscription product, Signal, launched in 2021 has performed well, exceeding expectations on renewal rate by value and volume in its first year of renewals, and on the number of new customers. It was also recognised externally as an award-winning Market Intelligence subscription product.

In April we also launched Briefing Room bringing together all sides of the legal community to share thought leadership and latest content enabling networking with companies and individuals. The Lawyer's industry-leading conferences also returned to a fully live schedule in 2022, which was welcomed by both sponsors and delegates. This strong performance follows last year's similarly high renewal rates and user engagement, indicating how important The Lawyer is to leading law firms and their fee earners.

In our portfolio of Core Brands, we were particularly encouraged by the Festival of Marketing moving forwards from two years of virtual events to a hybrid Festival in March and an in-person Festival in October. This year's Festivals brought together a carefully curated group of top speakers from the marketing world and beyond, offering the insight, provocation and inspiration that will help those in the industry to do their job better.

People

A key part of our strategy is ensuring that we have the right people in the right positions to deliver our intended growth. Over the course of 2022, Centaur continued to strengthen its management team. We made several excellent new hires, including Lisa Taylor, who joined as Xeim Group Marketing Director and Agata Kreutzinger, who became our Group Data Director. We also identified and promoted people within the organisation to support the progression of our people, with Ian Baldwin joining our Executive Committee and taking on the role of Chief Technology Officer.

Looking to 2023

Centaur has undergone a significant transformation over recent years and in 2023, we will continue to develop our Flagship 4 and Core Brands to ensure we are leading from the front in delivering what our customers need. Our strategic priority is to shift towards a more focused, customer-centric offering. That means gaining a greater share of repeatable, high-value revenue streams from a higher proportion of blue-chip customers. We will be focusing on this across the Flagship 4 and Core Brands.

The Lawyer will accelerate its penetration of UK and European law firms with new content and will implement a customised website user experience, a law firm practice Signal channel and a UK law firm advisory service.

At Xeim, there will be more emphasis and focus on paid content and strategic information via corporate packages, subscriptions and partnerships. Our objective is to work with higher value companies as a regular partner. For this, we have Xeim Engage, a dedicated, experienced team, creating solutions for the top 200 marketing spend companies. Xeim's Flagship 4 brands will continue to be supported by the Core Brands, which together will enhance Xeim's focus on addressing the market demand for paid content and strategic information, via corporate packages, subscriptions and partnerships.

Summary

To conclude, I wanted to reflect on the past three years and reiterate my thanks to everyone at Centaur for their hard work and determination. As we look to 2023, Centaur remains focused on growth. Our strategy is clear and we are in the final stage of achieving our ambitious, but achievable targets. We want to provide the most advanced and competitive offering in the marketplace - to do that we will continue to build the quality of our employees, focus on our high value revenue streams and take advantage of our operational leverage.

Key Performance Indicators

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

KPI		Commentary
Financial
Underlying revenue growth1	2022: 6%,  2021: 21%	The growth in total revenue adjusted, if applicable, to exclude the impact of event timing differences and the revenue contribution arising from acquired or disposed businesses. See Chief Executive Officer's Statement and the Financial Review for explanation of this year's growth. The revenue growth in 2021 included the recovery in revenue following the pandemic.
Adjusted EBITDA margin1	2022: 20%,  2021: 16%	Adjusted EBITDA as a percentage of revenue where Adjusted EBITDA is defined as Adjusted operating profit before depreciation and impairment of tangible assets and amortisation and impairment of intangible assets other than those acquired through a business combination. The continued improvement in margin reflects the increase in high-quality revenue streams together with the impact of the Group's operational leverage.
Adjusted diluted EPS1	2022: 2.6 pence, 2021: 1.9 pence	Diluted earnings per share calculated using the Adjusted earnings, as set out in note 8 to the financial information. The 37% increase in EPS reflects the increase in post-tax profitability.
Cash conversion1	2022: 99%,  2021: 164%	The percentage by which Adjusted operating cash flow covers Adjusted EBITDA as set out in the financial performance review. The cash conversion in 2022 has returned to a more typical historical level after the level achieved in 2021 which included unusually high working capital movements.
Non-financial
Attendance at Festival of Marketing	2022: 1,778, 2021: 6,786	Number of unique delegates attending the Festival of Marketing. This year's events were in-person compared to virtual attendees in 2021. The number of paid delegates increased compared to the last in-person event in 2019 coupled with a significant reduction in complimentary tickets.
Delegates on Mini MBA course	2022: 6,490, 2021: 6,951	Number of delegates on Mini MBA and related eLearning courses in the year. There was an increase in the number of total delegates on the two main courses as well as a higher yield per delegate. 2021 included 515 delegates on a customised course that was not repeated in 2022.
Xeim customers >£50k	2022: 88 (£13.9m), 2021: 90 (£12.1m)	Number and value of Xeim customers that have sales in the year of greater than £50,000. The focus on higher value accounts continued in 2022 with a 17% increase in the average value of these accounts.
Top 250 law firm customers	2022: 144 (£3.2m), 2021: 152 (£2.7m)	Number and value of top 200 UK law firms and top 50 US law firms. The focus on higher value accounts continued in 2022 with a 24% increase in the average value of these accounts.

¹  See definitions in Financial Review .

Performance: Financial Review

Overview

After the recovery in 2021 following the challenges posed by the pandemic, new economic uncertainties impacted Centaur's trading. Despite these uncertainties, Centaur continued to focus on organic revenue growth particularly through its higher value revenue streams of Premium Content and Training and Advisory which together grew 15%. This growth was enhanced by the return to a full schedule of in-person events, including The Lawyer Awards and the Festival of Marketing, pushing up revenue from events by 23%. These growth areas were offset by a reduction of 25% in total revenue from Marketing Solutions and Recruitment Advertising and a 14% reduction in Marketing Services.

Our continued focus on tight control of costs resulted in only a 1% increase in operating expenses demonstrating the operational leverage within Centaur and its ability to maintain its consistent improvement in profitability. All of this resulting in generation of free cash flow through good cash conversion.

Performance

Group

Statutory revenue rose by £2.5m to £41.6m in 2022, an increase of 6%. Xeim increased 4% and The Lawyer 19%. Revenue generated from outside the UK remained steady at 36% (2021: 37%) showing 9% growth across customers in the UK and Europe offset by a 3% decline in the rest of the world. Throughout 2022 we did not engage in any business with Russian customers, the impact of which is negligible compared to our results for 2021.

Adjusted EBITDA increased by 33% from £6.4m to £8.5m at a margin of 20% (2021: 16%), showing promising progress towards our MAP23 targets of a 23% margin in 2023. This improved margin was on increased revenues, demonstrating the increase in our high-quality revenue streams, resolute cost control and the operational leverage within the Group . Despite inflationary pressure, operating costs in the Central segment were flat in 2022 compared to 2021.

The Group posted an increase of 66% in Adjusted operating profit to £5.3m (2021: £3.2m) as a result of the increase in Adjusted EBITDA. The Group achieved an Adjusted profit after taxation of £3.9m (2021: £2.8m).

During 2022, we have increased our net cash (net cash is the total of cash and cash equivalents and short-term deposits) balances from £13.1m to £16.0m, mainly as a result of a focus on cash management, the increase in EBITDA and healthy cash collections from customers.

Xeim

Xeim's revenue for 2022 was £33.3m, an increase of 4% from £32.1m in 2021. Premium Content in 2022 rose 11% with growth in Flagship brands Econsultancy and Influencer Intelligence both of which had improved renewal rates compared to 2021 and despite a tougher year for new business.

Revenue from Training and Advisory also showed year-on-year growth of 15% as a result of a robust trading performance by Econsultancy, Oystercatchers and from MW Mini MBA's marketing and brand courses. Recruitment Advertising grew 5% with a strong performance in H1, partially offset by slowing demand in H2.

Conversely, it was a difficult year for Marketing Services and Marketing Solutions which saw year-on-year declines in revenue of 14% and 29% respectively, resulting from lower recurring revenues and new business generation. Events revenue was at a similar level to 2021 but was mainly driven by delegates and sponsorship revenues from the in-person Festival of Marketing compared to virtual events in the previous year. 

Xeim posted an Adjusted EBITDA of £8.5m for the year, an increase of 29% from £6.6m in 2021. This was driven by a combination of increased revenue and a decrease in costs.

Xeim contains three of the Group's Flagship 4 brands - Econsultancy, Influencer Intelligence and MW Mini MBA.

After facing difficulties posed by the pandemic in previous years, Econsultancy has continued its momentum from 2021 and has grown both its Premium Content and Training and Advisory revenue streams in 2022. Including an offset from a reduction in Events and Marketing Solutions revenue, total Econsultancy revenue has increased by 8%.

Premium Content revenue benefitted from our continued investment in Econsultancy's blended multi-touch learning strategy resulting in an improved subscription renewal rate of 82% (2021: 70%). Econsultancy's Training and Advisory revenue had an excellent year with 38% growth on 2021, continuing to win large digital training and consultancy contracts with blue chip international companies.

Influencer Intelligence revenue increased 13% in the year, following the post-Covid recovery of the retail and fashion industries. Renewal rates improved significantly from Q2 2021 and continued throughout 2022, with the annual renewal rate of 90% in 2022 at the highest rate seen over the past five years. The success of renewals was partially offset by muted performance in winning new business during the year.

The MW Mini MBA's strong growth in recent years has slowed with delegate numbers on the main courses up only 1% year-on-year, but revenue on those courses up 11% driven by a 10% yield increase. MW Mini MBA retains an excellent Net Promoter Score of +74 and strong loyalty from recurring corporate customers.

Of our core Xeim brands, Fashion Monitor showed growth due to strong renewals up to 92% from 73% in the prior year, while Really B2B and Festival of Marketing both saw revenue fall by approximately 15%. Really B2B struggled with lack of new business contracts to drive renewal and upsell. Festival of Marketing fell short of delegate and sponsorship revenues for its March event, but held a successful and fully booked festival in October.

The Lawyer

Overall revenues for The Lawyer grew by 19%. Premium Content revenue showed strong growth of 22% primarily from TheLawyer.com corporate subscriptions performance with an impressive renewal rate of 116%, supported by Signal with a further year of significant new business and a notable first year of renewals at a 102% renewal rate. Events also had a particularly strong year with the first in-person The Lawyer Awards since 2019. The Lawyer retains a 90% penetration of the top 100 law firms demonstrating the value delivered to our customers.

This performance was partially offset with downsides in Marketing Solutions and Recruitment Advertising reducing 33% and 15% respectively.

This led to a rise in Adjusted EBITDA from £2.7m in 2021 to £3.1m in 2022 at a margin of 37%. The underlying business is performing strongly with resilient renewal rates and continued engagement by users indicating how important The Lawyer is to leading law firms and their fee earners.

Measurement and non-statutory adjustments

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

Adjusting items

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

Statutory operating profit for the year reconciles to Adjusted operating profit and Adjusted EBITDA as follows:

	Note		2022 £m		2021 £m
Statutory operating profit			3.9		1.6
Adjusting items:
Exceptional costs	4		0.1		-
Amortisation of acquired intangible assets	10		0.5		1.1
Share-based payments	22		0.8		0.5
			1.4		1.6
Adjusted operating profit			5.3		3.2
Depreciation, amortisation and impairment	3		3.2		3.2
Adjusted EBITDA			8.5		6.4
Adjusted EBITDA margin			20%		16%

Adjusting items of £1.4m in the year (2021: £1.6m) are comprised as follows:

Adjusting Item	Description
Exceptional costs	Exceptional costs of £0.1m (2021: £nil) relate to the office lease termination fee less the gain on remeasurement of the office lease.
Amortisation of acquired intangible assets	Amortisation of acquired intangible assets of £0.5m (2021: £1.1m) has fallen as certain assets have become fully amortised.
Share-based payments	Share-based payments of £0.8m have increased in the year due to an additional year of LTIP issuance to members of the Centaur Strategy Group (2021: £0.5m).

Segment profit

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

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

	Xeim	The Lawyer	Total	Xeim	The Lawyer	Total
	2022 £m	2022 £m	2022 £m	2021 £m	2021 £m	2021 £m
Revenue
Premium Content	10.0	4.7	14.7	9.0	3.9	12.9
Training and Advisory	14.4	-	14.4	12.6	-	12.6
Marketing Services	2.9	-	2.9	3.3	-	3.3
Events	2.7	2.0	4.7	2.7	1.1	3.8
Marketing Solutions	2.9	0.6	3.5	4.2	0.8	5.0
Recruitment Advertising	0.4	1.0	1.4	0.3	1.2	1.5
Total statutory revenue	33.3	8.3	41.6	32.1	7.0	39.1
Revenue growth	4%	19%	6%

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

	Xeim	The Lawyer	Central	Total	Xeim	The Lawyer	Central	Total
	2022 £m	2022 £m	2022 £m	2022 £m	2021 £m	2021 £m	2021 £m	2021 £m
Revenue	33.3	8.3	-	41.6	32.1	7.0	-	39.1
Adjusted operating costs	(27.1)	(5.8)	(3.4)	(36.3)	(27.6)	(4.9)	(3.4)	(35.9)
Adjusted operating profit/(loss)	6.2	2.5	(3.4)	5.3	4.5	2.1	(3.4)	3.2
Adjusted operating margin	19%	30%		13%	14%	30%		8%
Depreciation, amortisation and impairment	2.3	0.6	0.3	3.2	2.1	0.6	0.5	3.2
Adjusted EBITDA	8.5	3.1	(3.1)	8.5	6.6	2.7	(2.9)	6.4
Adjusted EBITDA margin	26%	37%		20%	21%	39%		16%

Net finance costs

Net finance costs were £0.1m (2021: £0.3m). The Group held positive cash balances throughout the year and therefore, in both 2022 and 2021, finance costs mainly relate to the commitment fee payable for the revolving credit facility as well as interest on lease payments for right-of-use assets. In 2022 this was offset by interest income of £0.1m.

Taxation

A tax charge of £1.0m (2021: credit of £0.1m) has been recognised for the year. The Adjusted tax charge was £1.3m (2021: charge of £0.1m). The Company's profits were taxed in the UK at a rate of 19.0% (2021: 19.0%), but the resulting tax charge is at an effective tax rate of 26% due mainly to the utilisation of tax losses for which the deferred tax asset had been recognised at a rate of 25%, being the future rate of tax in the UK from April 2023. See note 7 for a reconciliation between the statutory reported tax charge and the Adjusted tax charge.

Earnings/loss per share

The Group has delivered Adjusted diluted earnings per share for the year of 2.6 pence (2021: 1.9 pence). Diluted earnings per share for the year were 1.8 pence (2021: earnings of 0.9 pence). Full details of the earnings per share calculations can be found in note 8 to the financial information.

Dividends

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

Therefore, the Group has proposed a final dividend of 0.6 pence per ordinary share in respect of 2022. This brings the total ordinary dividends relating to 2022 to 1.1 pence (2021: 1.0 pence) per ordinary share and is the first time, since the dividend policy was initiated, that we have paid above the 1.0 pence per share minimum due to the increasing profitability of the Group.

Given the continued robust performance of the Group in 2022 and the resulting year end cash balance of £16.0m, the Group announced in January 2023, and paid in February, a special dividend of 3.0 pence per share, equivalent to £4.3m. Looking forward and taking into account the cash needs of the Group, the Board has taken the decision to announce a second special dividend of 2.0 pence per share, equivalent to £2.9m, to be paid in March 2023 in order to return further cash to shareholders.

The final ordinary dividend is subject to shareholder approval at the Annual General Meeting and, if approved, will be paid on 26 May 2023 to all ordinary shareholders on the register at the close of business on 12 May 2023.

Cash flow

	2022 £m	2021 £m
Adjusted operating profit	5.3	3.2
Depreciation, amortisation and impairment	3.2	3.2
Movement in working capital	(0.1)	3.1
Adjusted operating cash flow	8.4	9.5
Capital expenditure	(1.4)	(0.8)
Cash impact of adjusting items	(0.2)	-
Taxation	-	-
Repayment of lease obligations and net interest paid	(1.9)	(2.2)
Free cash flow	4.9	6.5
Purchase of own shares	(0.6)	(0.3)
Dividends paid to Company's shareholders	(1.4)	(1.4)
Increase in net cash 1	2.9	4.8
Opening net cash 1	13.1	8.3
Closing net cash 1	16.0	13.1
Cash conversion	99%	164%

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

Adjusted operating cash flow is not a measure defined by IFRS. Centaur defines Adjusted operating cash flow as cash flow from operations excluding the impact of adjusting items. The Directors use this measure to assess the performance of the Group as it excludes volatile items not related to the core trading of the Group and includes the Group's management of capital expenditure. A reconciliation between cash flow from operations and Adjusted operating cash flow is shown in note 1(b) to the financial information.

The cash conversion of 99% (2021: 164%) has been adjusted to exclude these one-off items. The cash conversion in 2022 has returned to a more normal level after the high conversion rate in 2021 resulting from positive working capital movements relating to increased bonuses and MW Mini MBA costs in 2021, both paid after the end of the year. Conversely 2022 cash conversion is impacted by lower bonuses but maintained close to 100% by an increase in deferred revenue from subscriptions.

MAP23

In January 2021 the Group announced its MAP23 strategy under which it will raise Adjusted EBITDA margins to 23% by 2023, while increasing revenues to £45m. The increase in revenue of 6% and Adjusted EBITDA margin from 12% in 2020 to 16% in 2021 to 20% in 2022 demonstrates clear progress towards these objectives. With current uncertainty over the economic environment going into 2023, the achievement of our MAP23 objectives will be demanding and will require an unwavering focus on our customer's needs and control over our costs, particularly given inflationary pressures.

The Group has made an encouraging start to 2023 and trading is in line with our expectations. We are expecting elongated sales contracting processes with our customers and pressure on our costs due to the wider economic situation in the UK and internationally. We will address this through a deep focus on our customer needs, structured pricing increases, robust negotiation with our suppliers to tighten control of our cost base and variable remuneration structures for our senior management team. We will also continue our work on the climate and social aspects of our ESG agenda as set out in our ESG report.

Financing and bank covenants

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

Balance sheet

	2022 £m	2021 £m
Goodwill and other intangible assets	43.8	44.2
Property, plant and equipment	0.4	2.5
Deferred taxation	1.6	2.4
Deferred income	(8.9)	(7.8)
Other current assets and liabilities	(4.1)	(7.1)
Non-current assets and liabilities	-	(0.2)
Net assets before cash	32.8	34.0
Net cash 1	16.0	13.1
Net assets	48.8	47.1

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

Goodwill and other intangibles have decreased by £0.5m as a result of the amortisation of intangible assets. Property, plant and equipment has fallen by £2.1m predominantly due to the cessation of the property lease meaning the right-of-use asset has been disposed of. A right-of-use asset for the new lease will be recognised on 1 January 2023, and is included in capital commitments at 31 December 2022, see note 27. Deferred income has increased by £1.0m mainly as a result of advance billings on subscriptions. Other net current assets and liabilities have increased by £3.0m due to a lower bonus accrual and a reduction of £1.9m in lease liabilities, offset by a reduction in trade receivables.

Going concern

After due consideration, as required under IAS 1 Presentation of Financial Statements, of the Group's forecasts for at least twelve months from the date of this report and the effectiveness of risk management processes, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in the preparation of the consolidated financial information for the year ended 31 December 2022. As detailed under the Risk Management section, the Directors have assessed the viability of the Group over a three-year period to March 2026 and the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over that period.

Conclusion

Centaur is continuing to grow organically despite the macro-economic uncertainties and year on year is increasing the profit margin achieved. Together with the strength of our balance sheet, Centaur is in a good position to press on towards its ambitious MAP23 goals and longer-term vision.

Alternative performance measures

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

Risk Management

Risk management approach

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

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

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

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

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

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

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

Principal risks

The Group's risk register currently includes operational and strategic risks. The principal risks faced by the Group in 2022, taken from the register, together with the potential effects and mitigating factors, are set out below. The Directors confirm that they have undertaken a robust assessment of the principal and emerging risks facing the Group. Financial risks are shown in note 25 to the financial information.

Rank	Risk	Description of risk and impact	Risk mitigation/control procedure	Movement in risk
1	Sensitivity to UK/sector economic conditions.	The world economy has been severely impacted by the Covid pandemic and the conflict in Ukraine. The UK is forecast to be in recession and the inflation rate is over 10%. The Group continues to have sensitivity to UK/sector volatility and economic conditions. The impact has been acute on some of Centaur's target market segments including the fashion, retail and entertainment sectors and is also having some impact on in-person events. The likelihood of ongoing volatility in 2023 is expected to be high including high inflation rates and there are varying views as to the timing and extent of any recovery.	We will mitigate the risk relating to our customers by adapting content to help them manage in the economic environment, focus on adding value to our subscription and eLearning products and improving user experience and customer service to protect renewal rates and new business. Centaur continues to increase international organic growth to mitigate this risk. We are also increasing our focus on targeting larger scale multinational businesses which have a more diversified risk profile.  Many of the Group's products are market-leading in their respective sectors and are an integral part of our customers' operational processes, which mitigates the risk of reduced demand for our products. The Group regularly reviews the political and economic conditions and forecasts for UK, including specific risks such as inflation, to assess whether changes to its product offerings or pricing structures are necessary.	The Board considers this risk to have increased since the prior year.
2	Failure to deliver and maintain a high growth performance culture. The risk that Centaur is unable to attract, develop and retain an appropriately skilled, diverse and responsible workforce and leadership team, and maintain a healthy culture which encourages and supports ethical high-performance behaviours and decision making. Difficulties in recruiting and retaining staff could lead to loss of key senior staff.	Centaur's success depends on growing the business and completing the MAP23 strategy. In order to do this, it depends in large part on its ability to recruit, motivate and retain highly experienced and qualified employees in the face of often intense competition from other companies, especially in London. Investment in training, development and pay awards needs to be compelling but will be challenging in the current economic and operating climate. Implementing a diverse and inclusive working environment that allows for agile and remote delivery is necessary to keep the workforce engaged. It is also required for a flexible hybrid working model. Higher staff churn (a challenge for many companies in our sector) has been an important issue during the first half of 2022 but we will need to keep our policies and practices under review. Developing the MAP23 business strategy and changes required in skill set and culture are challenging and costly.	There has been a significant focus on employee communication this year including weekly updates, local town hall meetings, all company Q&A sessions and staff welfare calls. We regularly review measures aimed at improving our ability to recruit and retain employees.  During the year we have continued to focus on bringing in higher quality employees to replace leavers or those in new roles in order to enhance our strategy particularly in areas such as marketing, digitalisation, technology and data analytics. We track employee engagement through weekly "check-ins" via our ENGAGE system to gauge colleague sentiment and gain an understanding of any key risks or challenges. Our employee engagement committee, DICE, who focus on Diversity, Inclusion, Culture and Engagement, has helped to drive forward initiatives relating to diversity and inclusion, through communication and social functions.  This is sponsored by the CEO and a Non-Executive Director. The CEO has held Kaizen breakfasts with employees during the year with the objective of generating a continuous performance improvement culture within the Group. An annual review ensures flight risks and training needs are identified which become the focus for pay, reward and development areas.  All London based staff continue to be paid at or above the London Living Wage. Our HR team hold exit interviews for all leavers to identify and resolve areas of concern.	The Board considers this risk to be broadly the same as the prior year.
3	Fraudulent or accidental breach of our IT network, major systems failure or ineffective operation of IT and data management systems leads to loss, theft or misuse of financial assets, proprietary or sensitive information and/or inoperative core products, services, or business functions.	Centaur relies on its IT network to conduct its operations. The IT network is at risk of a serious systems failure or breach of its security controls due to a deliberate or fraudulent cyber-attack or unintentional event and may include third parties gaining unauthorised access to Centaur's IT network and systems. This could result in misappropriation of its financial assets, proprietary or sensitive information (including personal data or confidential information), corruption of data, or operational disruption, such as unavailability of our websites and our digital products to users, unavailability of support platforms and disruption to our revenue collection activities. Centaur could incur significant costs and suffer other negative consequences as a result of this, such as remediation costs (including liability for stolen assets or information and repair of any damage caused to Centaur's IT network infrastructure and systems) as well as reputational damage and loss of investor confidence resulting from any operational disruption. A serious occurrence of a loss, theft or misuse of personal data could also result in a breach of data protection requirements and the effects of this.  See risk 4: Regulatory compliance.	Appropriate IT security and related controls are in place for all key processes to keep the IT environment safe and monitor our network systems and data. Centaur has invested significantly in its IT systems and, where services are outsourced to suppliers, contingency planning is carried out to mitigate risk of supplier failure. Centaur continues to develop its CRM, e-commerce and finance systems and has removed a number of legacy systems in the last 3 years reducing the Group's cyber risk. Centaur has a business continuity plan which includes its IT systems and there is daily, overnight back-up of data, stored off-site. Websites are hosted by specialist third-party providers who typically provide warranties relating to security standards. All of our websites are hosted on a secure platform which is cloud hosted and databases have been cleansed and updated. The Group Head of Data ensures that rigorous controls are in place to ensure warehouse data can only be downloaded by the data team. Integration of the warehouse with current databases and data captured and stored elsewhere is ongoing. Please see risk 4: Regulatory compliance for specific mitigations relating to the security of personal data and GDPR compliance.	The Board considers this risk to be broadly the same as the prior year.
4	Regulatory compliance (GDPR, PECR and other similar legislation) includes strict requirements regarding how Centaur handles personal data, including that of customers. There is the risk of a fine from the ICO, third-party claims as well as reputational damage if we do not comply.	The UK General Data Protection Regulation ('GDPR'), the Data Protection Act 2018 ('DPA') and the Privacy and Electronic Communications Regulations ('PECR') involve strict requirements for Centaur regarding its handling of personal data. Centaur's obligations under the GDPR are complex meaning this area requires ongoing focus. PECR includes specific obligations for businesses like Centaur regarding electronic marketing calls, emails, texts and use of cookies and similar technologies, among other things. In the event of a serious breach of the GDPR and/or PECR, Centaur could be subject to a significant fine from the regulator, the ICO, and claims from third parties including customers, as well as reputational damage. The maximum fines for breaches are £17.5 million (GDPR) and £500,000 (PECR) respectively and directors can  have liability for serious breaches of PECR's marketing rules. Other countries and jurisdictions worldwide have their own laws relating to data and privacy. Where Centaur is required to comply with the laws in non-UK jurisdictions there is a risk that Centaur may not be compliant with all such laws and could therefore be subject to regulatory action and fines from the relevant regulators and data subjects. ICO guidance relating to use of cookies, and further changes to the laws relating to data privacy, ad tech and electronic marketing expected in the future, will further increase the regulatory burden for businesses like Centaur and the requirements in this regard will need to be kept under review.	Centaur has taken a wide range of measures aimed at complying with the key aspects of the GDPR, DPA and PECR. The Data Compliance Committee (overseen by the CFO) monitors Centaur's ongoing compliance with data protection laws. Staff are required to undertake online data protection awareness and data security awareness training annually. In 2021, Centaur appointed a DPO (Wiggin LLP) to oversee its compliance with data protection laws. Further, Centaur's in-house legal team keeps abreast of material developments in data protection law and regulation and advice from external law firms is sought where appropriate.  Given the increasingly global nature of our business and our customers, Centaur's approach to complying with data protection laws in other jurisdictions is kept under review.	The Board considers this risk to be broadly the same as the prior year.

Viability Statement

In accordance with provision 31 of the UK Corporate Governance Code 2018, the Directors have assessed the viability of the Group over a three-year period from signing of this Annual Report to March 2026, taking account of the Group's current position, the Group's strategy, the Board's risk appetite and, as documented above, the principal risks facing the Group and how these are managed. Based on the results of this analysis, the Directors have a reasonable expectation that the Group and the Company will be able to continue in operation and meet its liabilities as they fall due over the period to March 2026.

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

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

The base scenario uses a three-year forecast to December 2025, which assumes achievement of MAP23 targets, with the 2024 and 2025 forecast continuing that strategy. The three months to March 2026 are based directly off the respective forecast in 2025 with inflation applied. The MAP23 targets were built, bottom-up during 2020 once the impact of Covid had become clear. The strategy focuses on investment and resource allocation on the Flagship 4, the four brands we consider our key drivers for organic revenue growth. Further details of the MAP23 plan can be found in the Strategy section of this Annual Report.

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

In both the base case and sensitised scenarios, the Group would not be required to rely on the revolving credit facility in order to fund its daily operations. Sensitising the model for changes in the assumptions and risks affirmed that the Group and the Company would remain viable over the three-year period to March 2026.

Going concern basis of accounting

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

Statement of Directors' Responsibilities in respect of the financial information

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

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

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

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

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

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

Directors' confirmations

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

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

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

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

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2022

	Note	Adjusted Results1 2022 £'000	Adjusting Items1 2022 £'000	Statutory Results 2022 £'000	Adjusted Results1 2021 £'000	Adjusting Items1 2021 £'000	Statutory Results 2021 £'000
Revenue	2	41,593	-	41,593	39,080	-	39,080
Net operating expenses	3	(36,296)	(1,419)	(37,715)	(35,848)	(1,611)	(37,459)
Operating profit / (loss)		5,297	(1,419)	3,878	3,232	(1,611)	1,621
Finance income	6	85	-	85	1	-	1
Finance costs	6	(158)	-	(158)	(261)	-	(261)
Net finance costs		(73)	-	(73)	(260)	-	(260)
Profit / (loss) before tax		5,224	(1,419)	3,805	2,972	(1,611)	1,361
Taxation	7	(1,275)	270	(1,005)	(139)	195	56
Profit / (loss) for the year attributable to owners of the parent		3,949	(1,149)	2,800	2,833	(1,416)	1,417
Total comprehensive income / (loss) attributable to owners of the parent		3,949	(1,149)	2,800	2,833	(1,416)	1,417
Earnings / (loss) per share attributable to owners of the parent	8
Basic		2.7p	(0.8p)	1.9p	2.0p	(1.0p)	1.0p
Fully diluted		2.6p	(0.8p)	1.8p	1.9p	(1.0p)	0.9p

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2022

Attributable to owners of the Company

	Note	Share capital £'000	Own shares £'000	Share premium £'000	Reserve for shares to be issued £'000	Deferred shares £'000	Foreign currency reserve £'000	Retained earnings £'000	Total equity £'000
At 1 January 2021		15,141	(5,902)	1,101	607	80	166	35,977	47,170
Profit for the year and total comprehensive income		-	-	-	-	-	-	1,417	1,417
Currency translation adjustment		-	-	-	-	-	(23)	-	(23)
Transactions with owners in their capacity as owners:
Dividends	23	-	-	-	-	-	-	(1,450)	(1,450)
Purchase of own shares	21	-	(481)	-	-	-	-	-	(481)
Exercise of share awards	21,22	-	912	-	(493)	-	-	(419)	-
Fair value of employee services	22	-	-	-	357	-	-	-	357
Tax on share-based payments	13	-	-	-	-	-	-	118	118
As at 31 December 2021		15,141	(5,471)	1,101	471	80	143	35,643	47,108
Profit for the year and total comprehensive income		-	-	-	-	-	-	2,800	2,800
Currency translation adjustment		-	-	-	-	-	1	-	1
Transactions with owners in their capacity as owners:
Dividends	23	-	-	-	-	-	-	(1,436)	(1,436)
Purchase of own shares	21	-	(604)	-	-	-	-	-	(604)
Exercise of share awards	21,22	-	212	-	(54)	-	-	(158)	-
Lapsed share awards	22	-	-	-	(14)	-	-	14	-
Fair value of employee services	22	-	-	-	724	-	-	-	724
Tax on share-based payments	13	-	-	-	-	-	-	233	233
As at 31 December 2022		15,141	(5,863)	1,101	1,127	80	144	37,096	48,826

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2022

Attributable to owners of the Company

	Note	Share capital £'000	Own shares £'000	Share premium £'000	Reserve for shares to be issued £'000	Deferred shares £'000	Retained earnings £'000	Total equity £'000
At 1 January 2021		15,141	(4,135)	1,101	607	80	27,756	40,550
Loss for the year and total comprehensive loss		-	-	-	-	-	(2,325)	(2,325)
Transactions with owners in their capacity as owners:
Dividends	23	-	-	-	-	-	(1,450)	(1,450)
Exercise of share awards	22	-	-	-	(493)	-	80	(413)
Fair value of employee services	22	-	-	-	357	-	-	357
Tax on share-based payments	13	-	-	-	-	-	88	88
As at 31 December 2021		15,141	(4,135)	1,101	471	80	24,149	36,807
Loss for the year and total comprehensive loss		-	-	-	-	-	(4,619)	(4,619)
Transactions with owners in their capacity as owners:
Dividends	23	-	-	-	-	-	(1,436)	(1,436)
Exercise of share awards	22	-	-	-	(54)	-	(27)	(81)
Lapsed share awards	22	-	-	-	(14)	-	14	-
Fair value of employee services	22	-	-	-	724	-	-	724
Tax on share-based payments	13	-	-	-	-	-	101	101
As at 31 December 2022		15,141	(4,135)	1,101	1,127	80	18,182	31,496

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2022

Registered number 04948078

	Note	31 December 2022 £'000	31 December 2021 £'000
Non-current assets
Goodwill	9	41,162	41,162
Other intangible assets	10	2,611	3,102
Property, plant and equipment	11	387	2,484
Deferred tax assets	13	1,673	2,488
Other receivables	14	27	319
		45,860	49,555
Current assets
Trade and other receivables	14	5,357	6,059
Cash and cash equivalents	15	7,501	13,065
Short-term deposits	16	8,500	-
Current tax assets	20	165	195
		21,523	19,319
Total assets		67,383	68,874
Current liabilities
Trade and other payables	17	(9,652)	(11,408)
Lease liabilities	18	-	(1,884)
Deferred income	19	(8,885)	(7,846)
		(18,537)	(21,138)
Net current assets / (liabilities)		2,986	(1,819)
Non-current liabilities
Lease liabilities	18	-	(500)
Deferred tax liabilities	13	(20)	(128)
		(20)	(628)
Net assets		48,826	47,108
Capital and reserves attributable to owners of the Company
Share capital	21	15,141	15,141
Own shares		(5,863)	(5,471)
Share premium		1,101	1,101
Other reserves		1,207	551
Foreign currency reserve		144	143
Retained earnings		37,096	35,643
Total equity		48,826	47,108

COMPANY STATEMENT OF FINANCIAL POSITION

as at 31 December 2022

Registered number 04948078

	Note	31 December 2022 £'000	31 December 2021 £'000
Non-current assets
Investments	12	65,529	65,155
Deferred tax assets	13	375	190
Other receivables	14	1,225	1,197
		67,129	66,542
Current assets
Trade and other receivables	14	136	161
		136	161
Total assets		67,265	66,703
Current liabilities
Trade and other payables	17	(35,769)	(29,896)
		(35,769)	(29,896)
Net current liabilities		(35,633)	(29,735)
Net assets		31,496	36,807
Capital and reserves attributable to owners of the Company
Share capital	21	15,141	15,141
Own shares		(4,135)	(4,135)
Share premium		1,101	1,101
Other reserves		1,207	551
Retained earnings		18,182	24,149
Total equity		31,496	36,807

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in this financial information. The Company's loss for the year was £4,619,000 (2021: loss of £2,325,000).

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2022

	Note	2022 £'000	2021 £'000
Cash flows from operating activities
Cash generated from operations	24	8,402	9,521
Tax paid	7	(30)	-
Net cash generated from operating activities		8,372	9,521
Cash flows from investing activities
Purchase of property, plant and equipment	11	(284)	(51)
Purchase of intangible assets	10	(1,073)	(706)
Interest received	6	63	1
Investment in short-term deposits	16	(8,500)	-
Net cash flows used in investing activities		(9,794)	(756)
Cash flows from financing activities
Finance costs paid	6	(71)	(88)
Repayment of obligations under lease	18	(1,921)	(2,036)
Termination of lease	18	(243)	-
Purchase of own shares	21	(604)	(306)
Dividends paid to Company's shareholders	23	(1,436)	(1,448)
Loan arrangement fees	24	-	(107)
Net cash flows used in financing activities		(4,275)	(3,985)
Net (decrease) / increase in cash and cash equivalents		(5,697)	4,780
Cash and cash equivalents at beginning of the year		13,065	8,300
Effects of foreign currency exchange rate changes		133	(15)
Cash and cash equivalents at end of year	15	7,501	13,065

COMPANY CASH FLOW STATEMENT

for the year ended 31 December 2022

	Note	2022 £'000	2021 £'000
Cash flows from operating activities
Cash generated from operating activities	24	1,507	1,642
Cash flows from financing activities
Finance costs paid	6	(71)	(87)
Dividends paid to Company's shareholders	23	(1,436)	(1,448)
Loan arrangement fees	24	-	(107)
Net cash flows used in financing activities		(1,507)	(1,642)
Net increase in cash and cash equivalents		-	-
Cash and cash equivalents at beginning of the year		-	-
Cash and cash equivalents at end of year	15	-	-

NOTES TO THE FINANCIAL INFORMATION

1 Summary of significant accounting policies

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

(a) Basis of preparation

The financial information in this preliminary announcement has been extracted from the audited Group Financial Statements for the year ended 31 December 2022 and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group Financial Statements for 2021 were delivered to the registrar of companies, and those for 2022 will be delivered in due course. The auditor's report on the Group Financial Statements for 2021 and 2022 were both unqualified and unmodified. The auditors' report was signed on 14 March 2023. The Group Financial Statements and this preliminary announcement were approved by the Board of Directors on 14 March 2023.

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

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

Going concern

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

At 31 December 2022, the Group had cash and cash equivalents of £7,501,000 (2021: £13,065,000) and short-term deposits of £8,500,000 (2021: £nil). Since March 2021, the Group has had its multi-currency revolving credit facility with NatWest. The facility consists of a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group's working capital and general corporate needs. In December 2022, the Group took the option to extend the facility for one year and the facility now runs to March 2025, with the remaining option to extend for one further year. £nil of this was drawn down at 31 December 2022.

The Group has net current assets at 31 December 2022 amounting to £2,986,000 (2021: net current liabilities £1,819,000). In prior year, the net current liability position primarily arose from its normal high levels of deferred income relating to performance obligations to be delivered in the future rather than an inability to service its liabilities. At 31 December 2022, there are still normal high levels of deferred income, however the increase in net cash in 2022 of £2,936,000 (note 1(b)) and the termination of a property lease resulting in nil lease liabilities at the balance sheet date has resulted in achieving net current asset position. A lease agreement for new office space was signed during the year, with a commencement date of 1 January 2023, and has been included in this report as a capital commitment (note 27). An assessment of cash flows for the next three financial years, which has taken into account the factors described above, has indicated an expected level of cash generation which would be sufficient to allow the Group to fully satisfy its working capital requirements and the guarantee given in respect of its UK subsidiaries, to cover all principal areas of expenditure, including maintenance, capital expenditure and taxation during this year, and to meet the financial covenants under the revolving credit facility. The Company has net current liabilities at 31 December 2022 amounting to £35,633,000 (2021: £29,735,000). In both the current and prior year, these almost entirely arose from unsecured payables to subsidiaries which have no fixed date of repayment.

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

Having assessed the principal risks and the other matters discussed in connection with the Viability Statement which considers the Group and Company's viability over a three-year period to March 2026, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing both the consolidated financial information of the Group and the financial information of the Company.

New and amended standards adopted by the Group

No new standards or amendments to standards that are mandatory for the first time for the financial year commencing 1 January 2022 affected any of the amounts recognised in the current year or any prior year and are not likely to affect future periods.

New standards and interpretations not yet adopted

'Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)' will be effective for financial periods beginning on or after 1 January 2023. This amendment has revised that an entity is now required to disclose its material accounting policy information instead of its significant accounting policies. This will therefore impact the detail and number of accounting policies disclosed from the subsequent financial year onwards.

There are no additional 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.

Comparative numbers

Prior year comparative numbers have been updated to reflect current year presentation and disclosures. The prior year share-based payments reported under key management compensation in note 5 have been re-presented to reflect the share-based payment expense attributable to key management personnel during the year. This was previously presented as the market value of shares exercised by key management personnel during the year. There is no impact on the face of the consolidated statement of comprehensive income.

(b) Presentation of non-statutory measures

In addition to IFRS statutory measures, the Directors use various non-GAAP key financial measures to evaluate the Group's performance and consider that presentation of these measures provides shareholders with an additional understanding of the core trading performance of the Group. The measures used are explained and reconciled to their IFRS statutory headings below.

Adjusted operating profit and adjusted earnings per share

The Directors believe that adjusted results and adjusted earnings per share, provide additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term 'adjusted' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit.

Adjustments are made in respect of:

·	Exceptional costs - the Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its magnitude, is material and likely to be non-recurring in nature so as to assist the user of the financial information to better understand the results of the core operations of the Group.
·	Amortisation of acquired intangible assets - the amortisation charge for those intangible assets recognised on business combinations is excluded from the adjusted results of the Group since they are non-cash charges arising from investment activities. As such, they are not considered reflective of the core trading performance of the Group. Details of amortisation of acquired intangible assets are shown in note 10.
·	Share-based payments - share-based payment expenses or credits are excluded from the adjusted results of the Group as the Directors believe that the volatility of these charges can distort the user's view of the core trading performance of the Group. Details of share-based payments are shown in note 22.
·	Other separately reported items - certain other items are excluded from adjusted results where they are considered large or unusual enough to distort the comparability of core trading results year-on-year. Details of these separately disclosed items are shown in note 4.

The tax related to adjusting items is the tax effect of the items above that are allowable deductions for tax purposes, calculated using the standard rate of corporation tax. See note 7 for a reconciliation between reported and adjusted tax charges.

Further details of adjusting items are included in note 4. A reconciliation between adjusted and statutory earnings per share measures is shown in note 8.

Profit before tax reconciles to adjusted operating profit as follows:

		Note	2022 £'000	2021 £'000
Profit before tax			3,805	1,361
Adjusting items
Amortisation of acquired intangible assets		10	521	1,091
Impairment of acquired intangible assets		10	-	25
Gain on remeasurement of lease		18	(151)	-
Lease termination fee		11,18	243	-
Share-based payment expense		22	806	495
Adjusted profit before tax			5,224	2,972
Finance income		6	(85)	(1)
Finance costs		6	158	261
Adjusted operating profit			5,297	3,232

Adjusted operating cash flow

Adjusted operating cash flow is not a measure defined by IFRS. It is defined as cash flow from operations excluding the impact of adjusting items, which are defined above, and including capital expenditure. The Directors use this measure to assess the performance of the Group as it excludes volatile items not related to the core trading of the Group and includes the Group's management of capital expenditure. Statutory cash flow from operations reconciles to adjusted operating cash as below:

		Note	2022 £'000	2021 £'000
Reported cash flow from operating activities		24	8,402	9,521
Adjusted operating cash flow			8,402	9,521
Capital expenditure			(1,357)	(757)
Post capital expenditure cash flow			7,045	8,764

Our cash conversion rate for the year was 99% (2021: 164%).

Underlying revenue growth

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

	Xeim £'000	The Lawyer £'000	Total £'000
Reported and underlying revenue 2021	32,108	6,972	39,080
Reported and underlying revenue 2022	33,292	8,301	41,593
Reported and underlying revenue growth	4%	19%	6%

Adjusted EBITDA

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

		Note	2022 £'000	2021 £'000
Adjusted operating profit (as above)			5,297	3,232
Depreciation of property, plant and equipment		3,11	2,028	1,808
Amortisation of computer software		3,10	1,136	1,335
Impairment of computer software		3,10	-	55
Adjusted EBITDA			8,461	6,430

Net cash

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

		Note	2022 £'000	2021 £'000
Cash and cash equivalents		15	7,501	13,065
Short-term deposits		16	8,500	-
Net cash			16,001	13,065

(c) Principles of consolidation

The consolidated financial information incorporates the financial information of Centaur Media Plc and all of its subsidiaries after elimination of intercompany transactions and balances.

(i) Subsidiaries

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

On the disposal of a subsidiary, assets and liabilities of that subsidiary are de-recognised from the consolidated statement of financial position, earnings up to the date of loss of control are retained in the Group, and a profit/(loss) on disposal is recognised, measured as consideration received less the fair value of assets and liabilities disposed of.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. The accounting policies of subsidiaries are consistent with the policies adopted by the Group.

(ii) Employee Benefit Trust

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

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial information is presented in Pounds Sterling, which is the Group and Company's functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in the consolidated statement of comprehensive income.

(iii) Group companies

The results and financial position of the Group entities that have a functional currency different from the presentation currency, as disclosed in note 12, are translated into the presentation currency as follows:

·	assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date;
·	income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
·	all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations and of borrowings are recognised in other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the consolidated statement of comprehensive income as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

(e) Revenue recognition

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

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

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

Premium Content

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

Training and Advisory

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

Marketing Services

Revenue from campaign work and consultancy contracts is recognised when the Group has obtained the right to consideration in exchange for its performance, which is when a separately identifiable phase (milestone) of a contract has been completed and the value and benefit of the services rendered have been transferred to the customer. In general, the Group bills customers for marketing services up front on a milestone basis.

Events

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

Marketing Solutions

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

Recruitment Advertising

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

(f) Finance income

Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

(g) Finance costs

Finance costs are recognised in the consolidated statement of comprehensive income in the period in which they are incurred.

(h) Investments

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

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

(i) Income tax

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

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

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

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

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

(j) Leases

Lessee accounting

Under IFRS 16, leases are accounted for on a 'right-of-use model' reflecting that, at the commencement date, the Group as a lessee has a financial obligation to make lease payments to the lessor for its right to use the underlying asset during the lease term. The financial obligation is recognised as a lease liability, and the right to use the underlying asset is recognised as a right-of-use ('ROU') asset. The ROU assets are recognised within property, plant and equipment on the face of the consolidated statement of financial position and are presented separately in note 11.

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

The ROU asset is initially measured at cost which comprises:

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

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

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

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

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

(k) Impairment of assets

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

(l) Property, plant and equipment

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

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

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

(m) Intangible assets

(i) Goodwill

Where the cost of a business acquisition exceeds the fair values attributable to the separable net assets acquired, the resulting goodwill is capitalised and allocated to the cash generating unit ('CGU') or groups of CGUs that are expected to benefit from the synergies of the business combination. Goodwill has an indefinite useful life and is tested for impairment annually on a Group level or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Each segment is deemed to be a CGU. Goodwill and acquired intangible assets are assessed for impairment in accordance with IAS 36 'Impairment of Assets'. In assessing whether a write-down of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with its recoverable amount. Recoverable amount is measured as the higher of fair value less cost of disposal and value-in-use. Any impairment is recognised in the consolidated statement of comprehensive income (in net operating expenses) and is classified as an adjusting item. Impairment of goodwill is not subsequently reversed.

In undertaking the impairment testing at 31 December 2022 management considered its climate change risk and opportunity assessment, and after taking account of the materiality of the expected impact, did not view there to be any adjustment needed to the cash flow forecasts or long-term growth rates used in the testing.

On the disposal of a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

(ii) Brands and publishing rights and customer relationships

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

(iii) Software

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

(iv) Amortisation methods and periods

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

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

(n) Employee benefits

(i) Post-employment obligations

The Group and Company contribute to a defined contribution pension scheme for the benefit of employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions to defined contribution schemes are charged to the statement of comprehensive income in net operating expenses when employer contributions become payable.

(ii) Share-based payments

The Group operates several equity-settled share-based payment plans, under which the Group receives services from employees in consideration for equity instruments (share options and shares) of the Company. Information relating to these plans is set out in note 22.

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

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

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

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

(o) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the obligation can be reliably estimated.

(p) Equity

(i) Share capital and share premium

Ordinary and deferred shares are classified as equity. The excess of consideration received in respect of shares issued over the nominal value of those shares is recognised in the share premium account. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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

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

(ii) Own shares

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

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

(q) Dividends

Dividends are recognised in the year in which they are paid or, in respect of the Company's final dividend for the year, approved by the shareholders in the Annual General Meeting.

(r) Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. 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. Refer to note 2 for the basis of segmentation.

(s) Financial instruments

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

(i) Financial assets

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

They are included in current assets, except for maturities greater than 12 months after the reporting date. These are classified as non-current assets. The Group's financial assets comprise trade and other receivables, short-term deposits and cash and cash equivalents in the consolidated statement of financial position. Please see the following sections.

(ii) Trade receivables

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

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

(iii) Short-term deposits

Short-term deposits include cash held on deposit for a term of greater than 90 days or not readily convertible to known amounts of cash.

(iv) Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and deposits repayable on demand or maturing within three months from the date of acquisition.

(v) Financial liabilities

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

Interest expense on debt is accounted for using the effective interest method and is recognised in finance costs.

(vi) Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

(vii) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred and carried subsequently at amortised cost. Costs of borrowings, including commitment fees on undrawn facilities, are recognised in the consolidated statement of comprehensive income as incurred or, where appropriate, across the term of the related borrowing.

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

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

(t) Key accounting assumptions, estimates and judgements

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

Key sources of estimation uncertainty

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

In assessing whether goodwill, other intangible assets and the Company's investment are impaired, the Group uses a discounted cash flow model which includes forecast cash flows and estimates of future growth. If the results of operations in future periods are lower than included in the cash flow model, impairments may be triggered. A sensitivity analysis has been performed on the value-in-use calculations. Further details of the assumptions and sensitivities in the discounted cash flow model are included in notes 9 and 12.

Critical accounting judgements

(ii) Adjusting items judgement

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

Other areas of judgement and accounting estimates

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

·	Deferred tax (estimation of forecasted future taxable profits) refer to notes 1(i) and 13;
·	Lease liabilities (lease term judgement) refer to notes 1(j) and 18;
·	Lease liabilities (IBR rate estimate) refer to notes 1(j) and 18; and
·	Share-based payment expense (estimation of fair value) refer to notes 1(n)(ii) and 22.

2 Segmental reporting

The Group is organised around two reportable market-facing segments: Xeim and The Lawyer. These two segments derive revenues from a combination of premium content, training and advisory, marketing services, events, marketing solutions and recruitment advertising. Overhead costs are allocated to these segments on an appropriate basis, depending on the nature of the costs, including in proportion to revenues or headcount. Corporate income and costs have been presented separately as 'Central'. The Group believes this is the most appropriate presentation of segmental reporting for the user to understand the core operations of the Group. There is no inter-segmental revenue.

Segment assets consist primarily of property, plant and equipment, intangible assets (including goodwill) and trade receivables. Segment liabilities primarily comprise trade payables, accruals and deferred income.

Corporate assets and liabilities primarily comprise property, plant and equipment, intangible assets, current and deferred tax balances, cash and cash equivalents, short-term deposits and lease liabilities.

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

2022	Note	Xeim £'000	The Lawyer £'000	Central £'000	Group £'000
Revenue		33,292	8,301	-	41,593
Adjusted operating profit / (loss)	1(b)	6,198	2,474	(3,375)	5,297
Amortisation of acquired intangibles	10	(521)	-	-	(521)
Gain on remeasurement of lease	18	118	27	6	151
Lease termination fee	11,18	(190)	(43)	(10)	(243)
Share-based payment expense	22	(260)	(72)	(474)	(806)
Operating profit / (loss)		5,345	2,386	(3,853)	3,878
Finance income	6				85
Finance costs	6				(158)
Profit before tax					3,805
Taxation	7				(1,005)
Profit for the year					2,800
Segment assets		34,343	17,391	-	51,734
Corporate assets				15,649	15,649
Consolidated total assets					67,383
Segment liabilities		(11,139)	(2,778)	-	(13,917)
Corporate liabilities				(4,640)	(4,640)
Consolidated total liabilities					(18,557)
Other items
Capital expenditure (tangible and intangible assets)		1,143	147	67	1,357

2021	Note	Xeim £'000	The Lawyer £'000	Central £'000	Group £'000
Revenue		32,108	6,972	-	39,080
Adjusted operating profit / (loss)	1(b)	4,469	2,110	(3,347)	3,232
Amortisation of acquired intangibles	10	(1,091)	-	-	(1,091)
Impairment of acquired intangibles	10	(25)	-	-	(25)
Share-based payments	22	(113)	(2)	(380)	(495)
Operating profit / (loss)		3,240	2,108	(3,727)	1,621
Finance income	6				1
Finance costs	6				(261)
Profit before tax					1,361
Taxation	7				56
Profit for the year					1,417
Segment assets		38,167	18,216	-	56,383
Corporate assets				12,491	12,491
Consolidated total assets					68,874
Segment liabilities		(13,251)	(2,795)	-	(16,046)
Corporate liabilities				(5,720)	(5,720)
Consolidated total liabilities					(21,766)
Other items
Capital expenditure (tangible and intangible assets)		401	188	168	757

Supplemental information

Revenues by geographical location 

The Group's revenues from external customers by geographical location are detailed below:

	Xeim 2022 £'000	The Lawyer 2022 £'000	Total 2022 £'000	Xeim 2021 £'000	The Lawyer 2021 £'000	Total 2021 £'000
United Kingdom	19,573	6,882	26,455	19,057	5,662	24,719
Europe (excluding United Kingdom)	5,726	609	6,335	4,567	675	5,242
North America	4,639	628	5,267	4,954	445	5,399
Rest of world	3,354	182	3,536	3,530	190	3,720
	33,292	8,301	41,593	32,108	6,972	39,080

Substantially all of the Group's net assets are located in the United Kingdom. The Directors therefore consider that the Group currently operates in a single geographical segment, being the United Kingdom. Refer to note 12 for the location of the Group's subsidiaries.

Revenues by type

The Group's revenues by type are as follows:

	Xeim 2022 £'000	The Lawyer 2022 £'000	Total 2022 £'000	Xeim 2021 £'000	The Lawyer 2021 £'000	Total 2021 £'000
Premium Content	9,980	4,748	14,728	9,006	3,882	12,888
Training and Advisory	14,431	-	14,431	12,542	18	12,560
Marketing Services	2,850	-	2,850	3,301	-	3,301
Events	2,703	1,998	4,701	2,751	1,071	3,822
Marketing Solutions	2,948	565	3,513	4,145	840	4,985
Recruitment Advertising	380	990	1,370	363	1,161	1,524
	33,292	8,301	41,593	32,108	6,972	39,080

The accounting policies for each of these revenue streams is disclosed in note 1(e), including the timing of revenue recognition. There are some contracts for which revenue has not yet been recognised and is being held in deferred income, see note 19. This deferred income is all current and is expected to be recognised as revenue in 2023.

3 Net operating expenses

Operating profit / (loss) is stated after charging:

		Note	Adjusted Results1 2022 £'000	Adjusting Items1 2022 £'000	Statutory Results 2022 £'000	Adjusted Results1 2021 £'000	Adjusting Items1 2021 £'000	Statutory Results 2021 £'000
Employee benefits expense		5	19,034	-	19,034	19,272	-	19,272
Depreciation of property, plant and equipment		4,11	2,028	243	2,271	1,808	-	1,808
Amortisation of intangible assets		4,10	1,136	521	1,657	1,335	1,091	2,426
Impairment of intangible assets		10	-	-	-	55	25	80
Gain on remeasurement of lease		4,18	-	(151)	(151)	-	-	-
Share-based payment expense		4,22	-	806	806	-	495	495
Net impairment of trade receivables		25	(31)	-	(31)	(39)	-	(39)
IT expenditure			2,645	-	2,645	2,563	-	2,563
Marketing expenditure			1,685	-	1,685	1,399	-	1,399
Other staff-related costs			233	-	233	618	-	618
Other operating expenses			9,566	-	9,566	8,837	-	8,837
			36,296	1,419	37,715	35,848	1,611	37,459
Cost of sales			15,434	-	15,434	15,082	-	15,082
Distribution costs			60	-	60	62	-	62
Administrative expenses			20,802	1,419	22,221	20,704	1,611	22,315
			36,296	1,419	37,715	35,848	1,611	37,459

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

Services provided by the Company and Group's auditor

	2022 £'000	2021 £'000
Fees payable for the audit of Company and Group consolidated financial information	120	109
Fees payable for the interim financial statement review	11	10
Total fees paid to the Company and Group's auditor	131	119

4 Adjusting items

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

	Note	2022 £'000	2021 £'000
Amortisation of acquired intangible assets	10	521	1,091
Impairment of acquired intangible assets	10	-	25
Gain on remeasurement of lease	18	(151)	-
Lease termination fee	11,18	243	-
Share-based payment expense	22	806	495
Adjusting items to profit / (loss) before tax		1,419	1,611
Tax relating to adjusting items	7	(270)	(195)
Total adjusting items after tax		1,149	1,416

Termination of lease

As a result of the termination of the London property lease, a net gain of £151,000 was recognised on remeasurement of the lease liability and respective proportionate adjustment to the ROU asset. The termination fee was included in the measurement of the ROU asset at the time of the remeasurement, therefore the £243,000 is recognised in depreciation. Refer to note 18 for further details.

Other adjusting items

Other adjusting items relate to the amortisation and impairment of acquired intangible assets (see note 10) and share-based payment costs (see note 22).

5 Directors and employees

	Note	2022 Group £'000	2021 Group £'000	2022 Company £'000	2021 Company £'000
Wages and salaries		16,102	16,652	1,464	1,057
Social security costs		2,018	1,946	221	105
Other pension costs		914	674	50	42
Employee benefits expense		19,034	19,272	1,735	1,204
Share-based payment expense	22	806	495	424	325
		19,840	19,767	2,159	1,529

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

	2022 Group Number	2021 Group Number	2022 Company Number	2021 Company Number
Xeim	201	202	-	-
The Lawyer	58	52	-	-
Central	10	10	4	4
	269	264	4	4

The Group's employees are employed and paid by Centaur Communications Limited, a Group company, with the exception of the Company's Directors and Company Secretary who are employed by the Company. As the employees provide services to other Group companies, their costs are recharged.

Key management compensation

		2022 £'000	Re-presented 2 2021 £'000
Salaries and short-term employment benefits		1,583	1,736
Post-employment benefits		78	74
Share-based payment expense		590	401
		2,251	2,211

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

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

201,355 shares were exercised by Directors during the year at a share price of 40.0 pence. (2021: no Directors exercised share options during the year). Details of Directors' remuneration are included in the Remuneration Committee Report.

6 Finance income and costs

	Note	2022 £'000	2021 £'000
Finance income
Interest income from short-term deposits	16	68	-
Interest income from cash and cash equivalents		17	1
		85	1
Finance costs
Commitment fees and amortisation of arrangement fee in respect of revolving credit facility		(105)	(194)
Interest on lease	18	(51)	(67)
Other finance costs		(2)	-
		(158)	(261)
Net finance costs		(73)	(260)

Interest income from short-term deposits

Interest income from short-term deposits is calculated using the effective interest method and is recognised in profit or loss. Finance income in relation to these short-term deposits resulted in cash inflows to the Group of £46,000 during the year (2021: £nil). Refer to note 16 for further details.

Fees on revolving credit facility

These finance costs are in relation to the £10m revolving credit facility, none of which was drawn down at 31 December 2022 (2021: £nil). As indicated by the consolidated cash flow statement, there were no drawdowns from this facility during the current and prior year. Finance costs in relation to this facility resulted in cash outflows by the Company and Group of £71,000 during the year (2021: £194,000).

Lease interest

A lease liability was recognised for the Group's property lease. £51,000 of interest on this lease was incurred during the year (2021: £67,000). Refer to notes 1(j) and 18 for further details.

7 Taxation

	Note		2022 £'000	2021 £'000
Analysis of charge / (credit) for the year
Current tax	20
Overseas tax			(3)	14
Adjustments in respect of prior years			68	(38)
			65	(24)
Deferred tax	13
Current period			913	(175)
Adjustments in respect of prior years		27		143
		940		(32)
Taxation charge / (credit)		1,005		(56)

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

	'000	'000
	2022 £'000	2021 £'000
Profit before tax	3,805	1,361
Tax at the UK rate of corporation tax of 19.0% (2021: 19.0%)	723	259
Effects of:
Expenses not deductible for tax purposes	18	69
Additional deduction for capital allowances	(86)	-
Share-based payments	2	47
Effects of changes in tax rate on deferred tax balances	253	(538)
Different tax rates of subsidiaries in other jurisdictions	-	2
Adjustments in respect of prior years	95	105
Taxation charge / (credit)	1,005	(56)

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

In prior year, tax losses were remeasured using the enacted tax rate (25%). However, the Group has utilised £2,775,000 of tax losses this year at the current UK corporation tax rate of 19%, with the remaining £2,935,000 expected to be utilised in 2023 at the blended tax rate of 23.5%. In the current year, the remaining losses have been remeasured at this blended tax rate to reflect this.

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

	2022 £'000	2021 £'000
Reported tax charge / (credit)	1,005	(56)
Effects of:
Amortisation of acquired intangible assets	108	112
Gain on remeasurement of lease	(36)	-
Share-based payments	198	83
Adjusted tax charge	1,275	139

8 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. 3,112,784 (2021: 2,064,185) shares held in the Employee Benefit Trust and 4,550,179 (2021: 4,550,179) shares held in treasury (see note 21) have been excluded in arriving at the weighted average number of shares.

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

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

	2022 Adjusted Results1 £'000	2022  Adjusted Items1 £'000	2022 Statutory Results £'000	2021 Adjusted Results1 £'000	2021 Adjusted Items1 £'000	2021 Statutory Results £'000
Profit / (loss) per share attributable to owners Profit / (loss) for the year	3,949	(1,149)	2,800	2,833	(1,416)	1,417
Number of shares (thousands)
Basic weighted average number of shares	143,813	143,813	143,813	144,927	144,927	144,927
Effect of dilutive securities - options	7,638	-	7,638	7,947	-	7,947
Diluted weighted average number of shares	151,451	143,813	151,451	152,874	144,927	152,874
Earnings / (loss) per share (pence)
Basic earnings per share	2.7	(0.8)	1.9	2.0	(1.0)	1.0
Fully diluted earnings per share	2.6	(0.8)	1.8	1.9	(1.0)	0.9

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

9 Goodwill

		Group  '000
Cost
At 1 January 2021, 31 December 2021 and 31 December 2022		81,109
Accumulated impairment
At 1 January 2021, 31 December 2021 and 31 December 2022		39,947
Net book value
At 1 January 2021, 31 December 2021 and 31 December 2022		41,162

At 31 December 2022 a full impairment assessment has been carried out. No impairment is required for the carrying value of goodwill. (2021: £nil).

Goodwill by segment 

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

		Xeim £'000	The Lawyer £'000	Total £'000
At 1 January 2021, 31 December 2021 and 31 December 2022		25,188	15,974	41,162

Impairment testing of goodwill and acquired intangible assets

At 31 December 2022, goodwill and acquired intangible assets (see note 10) were tested for impairment in accordance with IAS 36. In assessing whether an impairment of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with its recoverable amount. Recoverable amounts are measured based on value-in-use ('VIU').

The Group estimates the VIU of its CGUs using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 9.9% (2021: 10.3%). The discount rate used is consistent with the Group's weighted average cost of capital and is used across all segments, which are all based predominantly in the UK and considered to have similar risks and rewards.

The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth rate. These have been derived from a combination of experience and management's expectations of future growth rates in the business. The Group has used the three-year plan forecast to 2025 for the first three years of the calculation and applied a terminal growth rate of 2.5% (2021: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group's revenues. The three-year plan forecast to 2025 has been prepared brand by brand on a bottom-up basis following a review of the business where management have identified the key growth and focus areas which will deliver the forecasted targets, and conversely which areas of the business will be de-prioritised over that period. Overall the three-year plan forecast to 2025 assumes continued profit growth reflecting top line expansion in flagship brands, while managing the impact of projected inflationary pressures.

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

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

I.	apply a 10% reduction to forecast Adjusted EBITDA in each year of the modelled cash flows. No impairment would occur in either of the segments.
II.	apply a 2 percentage point increase in discount rate from 9.9% to 11.9%. No impairment would occur in either of the segments.
III.	reduce the terminal value growth rate from 2.5% to 1.5%. No impairment would occur in either of the segments.

The results of the impairment assessment and sensitivities applied indicate that no impairment to the goodwill or acquired intangible assets of either CGU is required for the year ended 31 December 2022.

10 Other intangible assets

		Computer software £'000	Brands and publishing rights £'000	Customer relationships £'000	Separately acquired websites and content £'000	Total £'000
Cost
At 1 January 2021		18,983	1,558	11,321	3,216	35,078
Additions - separately acquired		396	-	-	-	396
Additions - internally generated		298	-	-	-	298
Disposals		(48)	(178)	-	-	(226)
Exchange differences		2	-	-	-	2
At 31 December 2021		19,631	1,380	11,321	3,216	35,548
Additions - separately acquired		763	-	-	-	763
Additions - internally generated		403	-	-	-	403
Disposals		(197)	-	-	-	(197)
Exchange differences		21	-	-	-	21
At 31 December 2022		20,621	1,380	11,321	3,216	36,538
Accumulated amortisation
At 1 January 2021		16,221	808	9,922	3,216	30,167
Amortisation charge for the year		1,335	114	977	-	2,426
Impairment charge for the year		55	25	-	-	80
Disposals		(48)	(178)	-	-	(226)
Exchange differences		(1)	-	-	-	(1)
At 31 December 2021		17,562	769	10,899	3,216	32,446
Amortisation charge for the year		1,136	99	422	-	1,657
Disposals		(197)	-	-	-	(197)
Exchange differences		21	-	-	-	21
At 31 December 2022		18,522	868	11,321	3,216	33,927
Net book value at 31 December 2022		2,099	512	-	-	2,611
Net book value at 31 December 2021		2,069	611	422	-	3,102
Net book value at 1 January 2021		2,762	750	1,399	-	4,911

Amortisation and impairment of intangible assets is included in net operating expenses in the consolidated statement of comprehensive income. The current year amortisation charge is £1,657,000 (2021: £2,426,000). Acquired intangible assets from business combinations represents the asset groups 'Brands and publishing rights', 'Customer relationships' and 'Separately acquired websites and content'. The amortisation on acquired intangible assets is £521,000 (2021: £1,091,000). This is presented as an adjusting item in note 4 (see note 1(b) for further information).

Other intangible assets are tested annually for impairment in accordance with IAS 36 at a segment level by comparing the carrying value with its recoverable amount. Refer note 9 for further details. During the prior year, the Group impaired intangible assets totalling a net book value of £80,000. The £80,000 impairment charge related to computer software and brand and publishing rights no longer in use by the business. There was no impairment of other intangibles incurred in the current year.

The Company has no intangible assets (2021: £nil).

11 Property, plant and equipment

		Fixtures and fittings £'000	Computer equipment £'000	ROU assets - property £'000	Total £'000
Cost
At 1 January 2021		68	1,049	5,077	6,194
Additions - separately acquired		5	51	978	1,034
Disposals		-	(2)	-	(2)
Exchange differences		-	-	2	2
At 31 December 2021		73	1,098	6,057	7,228
Additions - separately acquired		21	273	-	294
Remeasurement		-	-	(120)	(120)
Disposals		-	(21)	(5,937)	(5,958)
Exchange differences		-	2	-	2
At 31 December 2022		94	1,352	-	1,446
Accumulated depreciation
At 1 January 2021		40	704	2,192	2,936
Depreciation charge for the year		21	138	1,649	1,808
Disposals		-	(2)	-	(2)
Exchange differences		-	-	2	2
At 31 December 2021		61	840	3,843	4,744
Depreciation charge for the year		7	170	2,094	2,271
Disposals		-	(21)	(5,937)	(5,958)
Exchange differences		-	2	-	2
At 31 December 2022		68	991	-	1,059
Net book value at 31 December 2022		26	361	-	387
Net book value at 31 December 2021		12	258	2,214	2,484
Net book value at 1 January 2021		28	345	2,885	3,258

Depreciation of property, plant and equipment is included in net operating expenses in the consolidated statement of comprehensive income.

The current year depreciation charge is £2,271,000 (2021: £1,808,000). Depreciation of the ROU asset includes £243,000 termination fee which was included in the cost of the ROU asset in the remeasurement on the agreement of the lease termination (see note 18). This £243,000 is presented as an adjusting item in note 4 and the remaining depreciation charge of £2,028,000 is in Adjusted Results.

The Company has no property, plant and equipment at 31 December 2022 (2021: £nil).

12 Investments

Company	Investments in subsidiary undertakings £'000
Cost
At 1 January 2021	151,385
Additions	163
At 31 December 2021	151,548
Additions	374
At 31 December 2022	151,922
Accumulated impairment
At 1 January 2021, 31 December 2021 and 31 December 2022	86,393
Net book value at 31 December 2022	65,529
Net book value at 31 December 2021	65,155
Net book value at 1 January 2021	64,992

Impairment testing of the investment

The carrying value of the investment represents the Company's direct ownership of Centaur Communications Limited ('CCL'). At 31 December 2022, the investment was tested for impairment in accordance with IAS 36. In assessing whether an impairment of the investment is required, the carrying value of the investment is compared with its recoverable amount. The recoverable amount is measured based on value-in-use ('VIU'). Although the Company only has direct ownership of CCL, CCL in turn directly or indirectly controls the rest of the Group's subsidiaries. Therefore, the VIU of the Company's investment in CCL is supported by the operations of the entire Group.

In the prior year, the ongoing global pandemic and its impact on the economy and directly on the Group was identified as an indication of impairment of the Company's investment carrying value. Therefore, a full impairment assessment was performed. The results of the impairment assessment and sensitivities applied indicated that no impairment to the Company's investment in CCL was required for the year ended 31 December 2021 as the carrying value of the investment was supported by the underlying trade of the Group.

In the current year, the UK's economic uncertainty throughout 2022 has been identified as an indication of impairment of the Company's investment carrying value. Therefore, a full impairment assessment has been performed.

The Group estimates the VIU using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 9.9% (2021: 10.3%). The discount rate used is consistent with the Group's weighted average cost of capital.

The key assumptions used in calculating VIU are revenue growth, margin, Adjusted EBITDA growth, discount rate and the terminal growth rate. These have been derived from a combination of experience and management's expectations of future growth rates in the business. The Group has used the three-year plan forecast to 2025 for the first three years of the calculation and applied a terminal growth rate of 2.5% (2021: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group's revenues. The three-year plan forecast to 2025 has been prepared brand by brand on a bottom-up basis following a review of the business where management have identified the key growth and focus areas which will deliver the forecasted targets, and conversely which areas of the business will be de-prioritised over that period. Overall the three-year plan forecast to 2025 assumes continued profit growth reflecting top line expansion in flagship brands, while managing the impact of projected inflationary pressures.

Sensitivities are applied to each of the key assumptions and variables in isolation and in combination, in line with those sensitivities applied for goodwill impairment testing as outlined in note 9. As required by IAS 36, these sensitivities are applied in order to assess the effect of reasonably possible changes in the assumptions.

The results of the impairment assessment and sensitivities applied indicate that no impairment to the Company's investment in CCL is required for the year ended 31 December 2022.

Additions of £374,000 (2021: £163,000) related to capital contributions for share-based payments recharged to the Company's subsidiaries.

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

The Group dissolved the following subsidiaries during the current year:

Name	Proportion of ordinary shares and voting rights held (%)	Principal activities	Country of incorporation	Date of closure
Pro-Talk Ltd	100	Dormant	United Kingdom	20 December 2022
Taxbriefs Limited	100	Dormant	United Kingdom	20 December 2022

At 31 December 2022, the Group has control over the following subsidiaries:

Name	Proportion of ordinary shares and voting rights held (%)	Principal activities	Country of incorporation
Centaur Communications Limited 1	100	Holding company and agency services	United Kingdom
Centaur Media USA Inc. 2	100	Digital information services	United States
Chiron Communications Limited 3	100	In liquidation	United Kingdom
E-consultancy LLC 2	100	Holding company	United States
E-consultancy.com Limited	100	Digital information services	United Kingdom
Market Makers Incorporated Limited	100	In liquidation	United Kingdom
Taxbriefs Holdings Limited 4	100	Holding company	United Kingdom
TheLawyer.com Limited	100	Digital information services	United Kingdom
Xeim Limited	100	Digital information services	United Kingdom

¹   Directly owned by Centaur Media Plc.

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

³   Chiron Communications Limited was liquidated on 11 January 2023.

⁴   The process to strike off Taxbriefs Holdings Limited commenced in January 2023.

The registered address of all subsidiary companies, except for those identified above, is 10 York Road, London, SE1 7ND, United Kingdom. The functional currency of all subsidiaries is GBP except for those identified above. The consolidated financial information incorporates the financial information of all entities controlled by the Company at 31 December 2022.

13 Deferred tax

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

	Accelerated capital allowances £'000	Other temporary differences £'000	Tax losses £'000	Total £'000
Net asset / (liability) at 1 January 2021	683	(14)	1,541	2,210
Adjustments in respect of prior periods	(42)	(55)	(46)	(143)
Recognised in the consolidated statement of comprehensive income	69	110	(4)	175
Recognised in the consolidated statement of changes in equity	-	118	-	118
Net asset at 31 December 2021	710	159	1,491	2,360
Adjustments in respect of prior periods	13	23	(63)	(27)
Recognised in the consolidated statement of comprehensive income	(443)	268	(738)	(913)
Recognised in the consolidated statement of changes in equity	-	233	-	233
Net asset at 31 December 2022	280	683	690	1,653

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

	2022 £'000	2021 £'000
Deferred tax assets	1,673	2,488
Deferred tax liabilities	(20)	(128)
	1,653	2,360

At the year end, the Group has unused tax losses of £2,935,000 (2021: £5,961,000) available for offset against future profits. A deferred tax asset of £690,000 (2021: £1,491,000) has been recognised in respect of £2,935,000 (2021: £5,961,000) of such tax losses.

Following the Group's disposals in previous years, the transformed Group is now more focused and streamlined in order to deliver higher margins and profits and this is reflected in the current year results and continuation of this profitable position is reflected in the Group's three-year plan forecast to 2025. The Group has concluded that the deferred tax asset will be recoverable using the estimated future taxable profit based on the three-year plan forecast to 2025. This forecast was used in the impairment assessments performed for goodwill and investments. Refer to notes 9 and 12 for further details. The Group generated taxable profits in 2022 and is expected to generate taxable profits from 2023 onwards. The losses can be carried forward indefinitely and have no expiry date as long as the companies that have the losses continue to trade.

The Company had deferred tax assets on share options under long-term incentive plans of £375,000 at 31 December 2022 (2021: £190,000).

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

14 Trade and other receivables

	Note	2022 Group £'000	2021 Group £'000	2022 Company £'000	2021 Company £'000
Amounts falling due within one year
Trade receivables	25	4,348	5,475	-	-
Less: expected credit loss	25	(537)	(564)	-	-
Trade receivables - net		3,811	4,911	-	-
Other receivables		430	92	34	34
Prepayments		916	981	102	127
Accrued income		200	75	-	-
		5,357	6,059	136	161

		2022 Group £'000	2021 Group £'000	2022 Company £'000	2021 Company £'000
Amounts falling due after one year
Other receivables		27	319	27	41
Receivable from Employee Benefit Trust		-	-	1,198	1,156
		27	319	1,225	1,197

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

Other receivables falling due within one year include £278,000 (2021: £278,000 amount falling due after one year) in relation to a deposit on the London property lease which is fully refundable at the end of the lease term. The current London property lease ended on 31 December 2022. From 1 January, the Group will be fully refunded for this deposit. The Group has signed a new lease agreement commencing 1 January 2023, for which a deposit of £162,000 will be recognised in other receivables falling due after one year. The new lease deposit will be fully refundable at the end of the lease term. Refer to note 18 and 27 for further detail.

15 Cash and cash equivalents

	2022 Group £'000	2021 Group £'000
Cash at bank and in hand	7,501	13,065

The Company had no cash and cash equivalents at 31 December 2022 (2021: £nil).

16 Short-term deposits

	2022 Group £'000	2021 Group £'000
Short-term deposits	8,500	-

In October 2022, £3,500,000 was placed in a short-term deposit for a four-month fixed term, accruing interest at a fixed annual rate of 2.50%. In December 2022 a further £5,000,000 was placed in a short-term deposit for a five-month fixed term, accruing interest at a fixed annual rate of 2.85%. Interest for both short-term deposits is to be paid on maturity (2021: £nil). These amounts remain in deposit at year end. Refer to note 6 for further detail.

17 Trade and other payables

	2022 Group £'000	2021 Group £'000	2022 Company £'000	2021 Company £'000
Trade payables	727	1,070	-	-
Payables to subsidiaries	-	-	34,744	29,397
Accruals	7,590	8,112	1,002	496
Social security and other taxes	577	886	-	-
Other payables	758	1,340	23	3
	9,652	11,408	35,769	29,896

Payables to subsidiaries are unsecured, have no fixed date of repayment and bear interest at an annual rate of 5.68 % (2021: 3.45%).

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

18 Lease liabilities

The lease liability reflected below relates to a property lease, for which a corresponding right-of-use ('ROU') asset is held on the consolidated statement of financial position within property, plant and equipment and detailed in note 11.

	2022 Group £'000	2021 Group £'000
At 1 January	2,384	3,375
Remeasurement of lease liability	(271)	978
Interest expense	51	67
Cash outflow - lease payments	(1,921)	(2,036)
Cash outflow - termination fee	(243)	-
At 31 December	-	2,384
Current	-	1,884
Non-current	-	500
At 31 December	-	2,384

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

A new lease agreement has been entered into with a commencement date of 1 January 2023, and therefore a lease liability and corresponding ROU asset will be recognised on 1 January 2023. This lease has a term of three years until 31 December 2025, with lease payments/cash outflows of £972,000 for the first year of the lease term, increasing by 3.5% annually thereafter. Refer to note 27 for further details.

During the prior year, the lease liability for the Group's property in London was remeasured upon reassessment of the lease term, resulting in an increase of £978,000. The amount of the remeasurement of the lease liability was recognised as an adjustment to the ROU asset.

19 Deferred income

	2022 Group £'000	2021 Group £'000
Deferred income	8,885	7,846

Deferred income arises on contracts with customers where revenue recognition criteria has not yet been met. See note 1(e) for further details. During the year ended 31 December 2022, £7,831,000 (2021: £7,023,000) of the deferred income balance of £7,846,000 at 31 December 2021 (£7,048,000 at 31 December 2020) was recognised as revenue in the consolidated statement of comprehensive income.

20 Current tax assets

	2022 Group £'000	2021 Group £'000
Corporation tax receivables	165	195

The Company had no corporation tax receivables or payables at 31 December 2022 (2021: £nil).

21 Equity

Ordinary shares of 10 pence each	Nominal value £'000	Number of shares
Authorised share capital - Group and Company
At 1 January 2021, 31 December 2021 and 31 December 2022	20,000	200,000,000
Issued and fully paid share capital - Group and Company
At 1 January 2021, 31 December 2021 and 31 December 2022	15,141	151,410,226

Deferred shares reserve

The deferred shares reserve represents 800,000 (2021: 800,000) deferred shares of 10 pence each, which carry restricted voting rights and have no right to receive a dividend payment in respect of any financial year.

Reserve for shares to be issued

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

Own shares reserve

The own shares reserve represents the value of shares held as treasury shares and in the Employee Benefit Trust. At 31 December 2022, 4,550,179 (2021: 4,550,179) 10 pence ordinary shares are held in treasury and 3,112,784 (2021: 2,064,185) 10 pence ordinary shares are held in the Employee Benefit Trust.

The Employee Benefit Trust issued 201,355 (2021: 981,783) shares to meet obligations arising from share-based rewards to employees that had vested and were exercised in the current year (2021: vested and exercised in 2021). The shares were issued at a historical weighted average cost of 105.3 pence (2021: 92.9 pence) per share. The total cost of £212,000 (2021: £912,000) has been recognised as a reduction in the own shares reserve in other reserves in equity.

During 2022, the Employee Benefit Trust purchased 1,249,954 (2021: 1,097,476) ordinary shares in order to meet future obligations arising from share-based rewards to employees. The shares were acquired at an average price of 48.3 pence per share, with prices ranging from 47.7 pence to 49.4 pence. The total cost of £604,000 (2021: £481,000) has been recognised in the own shares reserve in equity.

22 Share-based payments

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

	2022 £'000	2021 £'000
Share-based payment expense	806	495

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

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

The share-based payment expense includes social security contributions which are settled in cash upon exercise. £75,000 (2021: £132,000) was charged to the consolidated statement of comprehensive income in relation to employers NI on share-based payment plans and included in accruals on the consolidated statement of financial position.

Long-Term Incentive Plan

The Group operates a Long-Term Incentive Plan ('LTIP') for Executive Directors and selected senior management. This is an existing incentive policy and was approved by shareholders at the 2016 AGM. Full details on how the plan operates are included in the Remuneration Report.

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

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

	2022	2021
Number of awards
At 1 January	7,664,075	7,503,258
Granted	2,870,942	2,985,565
Exercised	(201,355)	(981,776)
Forfeited	(166,057)	(596,093)
Lapsed	(2,832,868)	(1,246,879)
At 31 December	7,334,737	7,664,075
Exercisable at 31 December	-	-
Weighted average share price at date of exercise (pence)	40.00	42.01

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

Grant date		24.03.2022
Share price at grant date (pence)		48.00
Fair value (pence)		29.44
Vesting date		24.03.2025
Exercise price (pence)		£nil
Expected volatility (%)		42.76
Expected dividend yield (%)		2.08
Risk free interest rate (%)		1.36
Valuation of model used		Stochastic

Options exercised during the year related to the proportion of the 2019 LTIP awards that vested during the year (2021: 2018 LTIP awards).

Options forfeited during the year were due to the participants leaving before the vesting date of the options. Options that lapsed in the year did not meet the performance conditions and related to the 2019 LTIP awards (2021: 2018 LTIP awards). No options expired during the year (2021: nil).

The share awards outstanding at 31 December 2022 had a weighted average exercise price of £nil (2021: £nil) and a weighted remaining life of 1.4 years (2021: 1.3 years).

Deferred Share Bonus Plan

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

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

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

In May 2022, 60,593 shares were awarded to Executive Directors under the DSBP, representing the portion of the 2021 bonus to Executive Directors greater than 75% of their basic salary.

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

Grant date		12.05.2022
Share price at grant date and fair value (pence)		47.00
Vesting date		24.03.2025
Exercise price (pence)		£nil

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

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

Senior Executive Long-Term Incentive Plan

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

		2022	2021
	Number of awards
At 1 January		6,862	6,862
Expired		(6,862)	-
At 31 December		-	6,862
Exercisable at 31 December		-	6,862
Weighted average share price at date of exercise (pence)		-	-

There were no grants, exercises or forfeitures during the current and prior year.

All options expired during the current year (2021: no options expired). The shares outstanding at 31 December 2021 had a weighted average exercise price of £nil and a weighted remaining life of 0.7 years.

Share Incentive Plan

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

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

		2022	2021
	Number of matching shares
Outstanding at 1 January		57,495	58,117
Awarded		18,413	15,498
Transferred to participants		-	(8,144)
Forfeited		-	(7,976)
Outstanding at 31 December		75,908	57,495

23 Dividends

		2022	2021
		£'000	£'000
	Equity dividends
Final dividend for 2020: 0.5 pence per 10 pence ordinary share		-	726
Interim dividend for 2021: 0.5 pence per 10 pence ordinary share		-	724
Final dividend for 2021: 0.5 pence per 10 pence ordinary share		718	-
	Interim dividend for 2022: 0.5 pence per 10 pence ordinary share	718	-
		1,436	1,450

A final dividend for the year ended 31 December 2022 of £862,000 (0.6 pence per share) is proposed by the Directors and, subject to shareholder approval at the Annual General Meeting, will be paid on 26 May 2023 to all ordinary shareholders on the register at the close of business on 12 May 2023.

A special dividend of £4,312,000 (3.0 pence per share) was announced by the Directors and was paid on 10 February 2023 to all ordinary shareholders on the register at the close of business on 27 January 2023.

A further special dividend of £2,875,000 (2.0 pence per share) is announced by the Directors to be paid on 31 March 2023 to all ordinary shareholders on the register at the close of business on 17 March 2023.

The interim, special and final dividends together result in a total dividend pertaining to 2022 of £8,767,000.

The final dividend for the year end 2021 of 0.5 pence per share was proposed by the Directors to all ordinary shareholders on the register at the close of business 13 May 2022. This was estimated to be £725,000 in the 2021 Annual Report. The actual dividend payment in respect of this in May 2022 was £718,000.

24 Notes to the cash flow statement

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

		'000	'000	'000		'000
	Note	2022 Group £'000	2021 Group £'000	2022 Company £'000	2021 Company £'000
Profit / (loss) for the year		2,800	1,417	(4,619)	(2,325)
Adjustments for:
Taxation charge / (credit)	7	1,005	(56)	(1,106)	(512)
Finance income	6	(85)	(1)	-	-
Finance costs	6	158	261	2,001	1,182
Depreciation of property, plant and equipment	11	2,271	1,808	-	-
Amortisation of intangible assets	10	1,657	2,426	-	-
Impairment of intangible assets	10	-	80	-	-
Gain on remeasurement of lease	18	(151)	-	-	-
Share-based payment expense	22	806	495	424	325
Dividends waived		-	2	-	2
Unrealised foreign exchange differences		(145)	(65)	-	-
Changes in working capital:
Decrease / (increase) in trade and other receivables		1,002	(259)	(17)	34,359
(Decrease) / increase in trade and other payables		(1,955)	2,615	4,824	(31,389)
Increase in deferred income		1,039	798	-	-
Cash generated from operating activities		8,402	9,521	1,507	1,642

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

	Note	Group and Company Net borrowings  '000	Group Lease liability £'000
At 1 January 2021		72	(3,375)
Changes from financing cash flows:
Loan arrangement fee		107	-
Finance costs paid	6	87	-
Repayment of obligations under finance leases	18	-	2,036
		194	2,036
Other changes:
Finance costs	6	(194)	(67)
Remeasurement of lease liability	18	-	(978)
		(194)	(1,045)
Balance at 31 December 2021		72	(2,384)
Changes from financing cash flows:
Finance costs paid	6	71	-
Repayment of obligations under finance leases	18	-	1,921
Termination of lease	18	-	243
		71	2,164
Other changes:
Finance costs	6	(105)	(51)
Remeasurement of lease liability	18	-	271
Extension fee on revolving credit facility	25	20	-
		(85)	220
Balance at 31 December 2022		58	-

Net borrowings is comprised of a loan arrangement fee debtor of £61,000 (2021: £75,000) presented within other receivables and a commitment fee creditor of £3,000 presented within other payables (2021: £3,000). The movements of this asset and liability together give rise to cash flows from financing activities relating to the £10m revolving credit facility.

25 Financial instruments and financial risk management

Financial risk management

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

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

Categories of financial instruments

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

	Note	2022 £'000	2021 £'000
Financial assets
Cash and cash equivalents	15	7,501	13,065
Short-term deposits	16	8,500	-
Trade receivables - net	14	3,811	4,911
Other receivables	14	457	411
		20,269	18,387
Financial liabilities
Lease liability	18	-	2,384
Trade payables	17	727	1,070
Accruals	17	7,590	8,112
Other payables	17	758	1,340
		9,075	12,906

Credit risk

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

Trade receivables

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

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

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

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

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

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

	2022 Gross £'000	2022 Provision £'000	2021 Gross £'000	2021 Provision £'000
Not due	2,971	(45)	3,488	(43)
0-30 days past due	488	(15)	972	(25)
31-60 days past due	141	(9)	161	(9)
61-90 days past due	74	(9)	146	(16)
Over 90 days past due	674	(459)	708	(471)
	4,348	(537)	5,475	(564)

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

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

	2022 Total £'000	2021 Total £'000
Balance at 1 January	564	993
Utilised	(18)	(390)
Release	(31)	(39)
Exchange differences	22	-
Balance at 31 December	537	564

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

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

Cash and cash equivalents and short-term deposits

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

Other receivables

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

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by maintaining adequate reserves and working capital credit facilities, and by continuously monitoring forecast and actual cash flows. Since March 2021, the Group has had its multi-currency revolving credit facility with NatWest. The facility consists of a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group's working capital and general corporate needs. In December 2022, the Group took the option to extend the facility for one year and the facility now runs to March 2025, with the remaining option to extend for one further year. As at 31 December 2022, the Group had cash of £7,501,000 (2021: £13,065,000) and short-term deposits of £8,500,000 (2021: £nil) with a full undrawn loan facility of £25,000,000 (2021: full undrawn loan facility of £25,000,000).

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

		Book value £'000	Fair value £'000	Less than 1 year £'000	2-5 years £'000
	At 31 December 2022
Financial liabilities
	Non-interest bearing	9,075	9,075	9,075	-
		9,075	9,075	9,075	-
	At 31 December 2021
	Financial liabilities
	Interest bearing	2,384	2,384	1,884	500
	Non-interest bearing	10,522	10,522	10,522	-
		12,906	12,906	12,406	500

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

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

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

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

*Borrowings are purely in relation to the Group's revolving credit facility which is discussed above. The amount drawn down from this facility at 31 December 2022 was £nil (2021: £nil).

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

Interest rate risk

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

The Group did not enter any hedging transactions during the current or prior year and as at 31 December 2022 the only floating rate to which the Group was exposed was SONIA. The Group's exposure to interest rates on financial assets and financial liabilities is detailed in the liquidity risk section of this note.

Interest rate sensitivity

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

Capital risk

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

The capital structure of the Group consists of net cash, which includes cash and cash equivalents (note 15), short-term deposits (note 16) and equity attributable to the owners of the parent, comprising issued share capital (note 21), other reserves and retained earnings. The Board also considers the levels of own shares held for employee share plans and the ability to issue new shares for acquisitions, in managing capital risk in the business.

Since March 2021, the Group has benefited from its banking facility with NatWest, which featured a committed £10m facility and an additional uncommitted £15m accordion option, both of which can be used to cover the Group's working capital and general corporate needs. In December 2022, the Group took the option to extend the facility for one year and the facility now runs to March 2025, with the remaining option to extend for one further year. Interest is calculated on SONIA plus a margin dependent on the Group's net leverage position, which is re-measured quarterly in line with covenant testing. The Group's borrowings are subject to financial covenants tested quarterly. The principal financial covenants under the facility are that the ratio of net debt to EBITDA shall not exceed 2.5:1 and the ratio of EBITDA to net finance charges shall not be less than 4:1. At no point during the current year or prior year did the Group breach its covenants.

Currency risk

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

26 Pension schemes

The Group contributes to individual and collective money purchase pension schemes in respect of Directors and employees once they have completed the requisite period of service. The charge for the year in respect of these defined contribution schemes is shown in note 5. Included within other payables is an amount of £92,000 (2021: £76,000) payable in respect of the money purchase pension schemes.

27 Capital commitments

At 31 December 2022, the Group had signed a lease agreement for a London property with a commencement date of 1 January 2023. This lease has a term of three years until 31 December 2025, with lease payments/cash outflows of £972,000 for the first year of the lease term, increasing by 3.5% annually thereafter. There is a deposit for the new London property lease which will be payable from the commencement date of 1 January 2023 of £162,000. This is fully refundable at the end of the lease term.

No additional capital commitments as at 31 December 2022 (2021: £nil).

28 Related party transactions

Group

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

Company

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

i) Interest

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

	2022	2021
	£'000	£'000
Net interest payable	1,896	988

There were no borrowings at the end of the year (2021: £nil).

The balances outstanding with subsidiary companies are disclosed in note 17.

ii) Dividends

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

iii) Employee Benefit Trust

The assets and liabilities of the Employee Benefit Trust are comprised in the consolidated statement of financial position. Transactions between the Employee Benefit Trust and the Parent are detailed in notes 21 and 22. Details of the Company's receivable from the Employee Benefit Trust is in note 14.

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

Audit exemption

For the year ended 31 December 2022, the Company has provided a guarantee pursuant to sections 479A-C of Companies Act 2006 over the liabilities of the following subsidiaries and, as such, they are exempt from the requirements of the Act relating to the audit of individual financial information, or preparation of individual financial information, as appropriate, for this financial year.

Name	Company number	Outstanding liabilities £'000
Centaur Communications Limited	01595235	16,013
Chiron Communications Limited1	01081808	-
Econsultancy.com Limited	04047149	2
Market Makers Incorporated Limited	05063707	-
Taxbriefs Holdings Limited2	03572069	-
TheLawyer.com Limited	11491880	2,581
Xeim Limited	05243851	10,077

¹ Chiron Communications Limited was liquidated on 11 January 2023.

² The process to strike off Taxbriefs Holdings Limited commenced in January 2023.

See note 12 for changes to subsidiary holdings during the year.

29 Events after the reporting date

No material events have occurred after the reporting date except the commencement of the new office lease from 1 January 2023 as disclosed in notes 18 and 27.

FIVE YEAR RECORD (UNAUDITED)

	2018*	2019	2020	2021	2022
Revenue (£m)	50.3	39.6	32.4	39.1	41.6
Operating (loss) / profit (£m)	(20.3)	(7.8)	(2.3)	1.6	3.9
Adjusted operating (loss) / profit (£m)	(2.2)	(1.2)	-	3.2	5.3
Adjusted operating (loss) / profit margin	(4%)	(3%)	-	8%	13%
(Loss) / profit before tax (£m)	(20.5)	(8.1)	(2.6)	1.4	3.8
Adjusted (loss) / profit before tax (£m)	(2.4)	(1.5)	(0.3)	3.0	5.2
Adjusted diluted EPS (pence)	(1.4)	0.3	0.3	1.9	2.6
Ordinary dividend per share (pence)	3.0	1.5	0.5	1.0	1.1
Special dividend per share (pence)	-	2.0	-	-	5.0
Net operating cash flow (£m)	5.6	4.7	2.1	9.5	8.4
Average permanent headcount (FTE)	758	317	282	264	269
Revenue per head (£'000)	66	125	115	148	155

Revenue from continuing operations by type	2018* £m	2019 £m	2020 £m	2021 £m	2022 £m
Premium Content	14.4	14.4	13.2	12.9	14.7
Training and Advisory	8.0	7.6	8.5	12.6	14.4
Marketing Services	4.5	4.3	2.9	3.3	2.9
Events	6.5	6.4	2.5	3.8	4.7
Marketing Solutions	4.6	4.6	4.2	5.0	3.5
Recruitment Advertising	2.7	2.3	1.1	1.5	1.4
Telemarketing Services	9.6	-	-	-	-
	50.3	39.6	32.4	39.1	41.6

Other	2018* £m	2019 £m	2020 £m	2021 £m	2022 £m
Goodwill and other intangible assets	78.1	61.2	46.1	44.2	43.8
Other assets and liabilities	(11.5)	(9.4)	(7.2)	(10.2)	(11.0)
Net assets before net cash	66.6	51.8	38.9	34.0	32.8
Net cash	0.1	9.3	8.3	13.1	16.0
Total equity	66.7	61.1	47.2	47.1	48.8

* 2018 has not been re-presented with regards to discontinued operations relating to the cessation of the MarketMakers telemarketing business in 2020.

DIRECTORS, ADVISERS AND OTHER CORPORATE INFORMATION

Company registration number

04948078

Incorporated / domiciled in

England and Wales

Registered office
10 York Road
London
SE1 7ND
United Kingdom

Directors

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

Richard Staveley

Company Secretary

Helen Silver

Independent Auditor

Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

Registrars

Share Registrars Limited
3 The Millennium Centre

Crosby Way

Farnham

Surrey

GU9 7XX

External Lawyers

Dechert LLP
160 Queen Victoria Street
London
EC4V 4QQ

Brokers

Investec Bank plc

Singer Capital Markets

 

END

 

 

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