Preliminary results year ended 31 December 2020

RNS Number : 4820S

Centaur Media PLC

17 March 2021

 

17 March 2021

Centaur Media Plc

("Centaur")

Preliminary results for the year ended 31 December 2020

Resilient H2 performance provides confidence to reinstate dividend

Strong balance sheet with net cash of £8.3m

Margin Acceleration Plan updated

Centaur, an international provider of business intelligence, training and specialist consultancy, is pleased to present its preliminary results for the year ended 31 December 2020. 

Financial Highlights

	2020 £m	2019[1] £m
Revenue	32.4	39.6
Adjusted EBITDA[2]	3.8	4.0
Adjusted operating profit/(loss)	0.0	(1.2)
Statutory operating profit/(loss)	(2.3)	(7.8)
Group statutory profit/(loss) after taxation	(14.4)	1.9

· Revenues down 18% to £32.4m due to significant impact of Covid but grew internationally

· Adjusted EBITDA only decreased by £0.2m, benefiting from 24% reduction in operating costs

· Adjusted EBITDA margin grew from 10% to 12%, ahead of the Board's target

· MAP strategy updated targeting 23% Adjusted EBITDA margin and increasing revenues to more than £45m by 2023 (MAP23)

· Proposing a final dividend of 0.5p per share

· Net cash of £8.3m at year end

· Non-cash goodwill impairment of £11.0m in the year relating to the closure of MarketMakers

As previously announced, Covid had a significant impact on Centaur during 2020 and we were pleased to see trading gradually improve over the second half of the year in line with our expectations and this trend is continuing into Q1 2021. Rapid management action ensured that we quickly adapted to the pandemic with the transfer of key revenue streams online combined with tight cost and cash control. This enabled us to protect profits through growing EBITDA margins ahead of target and maintaining a strong balance sheet, to end the year with net cash of £8.3m.

Despite the impact of the pandemic, which resulted in a revenue decline of 18% for the year, improvements in performance in the second half provided management with sufficient confidence to update the Group's strategy. The transformation of Centaur over the last 5 years is evidenced by a higher value revenue mix with premium content, marketing services and training and advisory increasing to 76% (2016: 36%) and revenue from events, marketing solutions and recruitment advertising reducing to 24% (2016: 64%). Revenue from outside the United Kingdom has also increased to 31% (2019: 24%) with a lift of 4% to £10.0m as Centaur extends its international reach.

As a result, in January 2021 Centaur updated its Margin Acceleration Plan with the aim of raising Adjusted EBITDA margins to 23% and increasing revenue to more than £45m by 2023 (MAP23). To support MAP23, we will focus investment and resource allocation on our Flagship 4 brands - Econsultancy, Influencer Intelligence, Mini MBA and The Lawyer - which we consider to be Centaur's key drivers of organic revenue growth. They will be supported by Xeim's wider portfolio of Core Brands. 

At Xeim, which continues to represent 80% of Centaur's revenue and includes three of our Flagship 4 brands (Mini MBA, Econsultancy and Influencer Intelligence), we moved quickly to adapt training and events to an online format. This allowed us to maintain customer relationships and the provision of services throughout the year. Mini MBA had a strong year, with delegate numbers and revenue increasing by around 90%, as both the marketing and brand courses in the spring and autumn cohorts achieved excellent growth, in addition to delivering bespoke versions of the marketing course for several blue chip customers.   We also created a centre of sales excellence to increase the focus on cross-selling across Xeim brands which will play a key role as we deliver MAP23.

Unfortunately, the pandemic had a severe impact on MarketMakers, Xeim's telemarketing business, which saw a sharp fall in revenue as several major customers were hit by disruption in their own markets. As a consequence, in July the Board took the decision to close the business, incurring a non-cash goodwill impairment of £11.0m and exceptional costs of £0.9m. While this was a difficult and sensitive decision, it will assist in improving Centaur's profit margins and support our MAP23 margin objective. We have retained Really B2B, our award-winning demand generation agency, which was part of the MarketMakers group.

Whilst the pandemic affected advertising and event revenues at The Lawyer, we were encouraged to see it achieve a full-year renewal rate for corporate subscriptions of 106%, reflecting its status as the most trusted brand for the UK legal profession. The Lawyer saw a substantial increase in digital engagement and successfully executed over 120 virtual events.

Current trading

Trading for the first two months of 2021 is in line with the Board's expectations and cash at the end of February 2021 was £8.2m.

Dividend

Following the cancellation of the 2019 final and 2020 interim dividends, Centaur's resilience has given the Board confidence to propose a final dividend of 0.5p per share for the 2020 financial year. The Board is also recommending a resumption of our normal dividend policy which aims to distribute 40% of adjusted earnings after taxation, subject to a minimum of 1p per share, and will also consider resuming further returns of capital to shareholders once the longer-term impact of Covid on the Group's cash flows becomes clearer.

Swag Mukerji, Chief Executive Officer, commented:

"Whilst Covid had a significant impact on Centaur, I am pleased with how the group performed during a year of unprecedented uncertainty and disruption. We acted quickly and decisively to adapt our business and ensure we could continue to serve our customers during a uniquely challenging period. This has only been possible due to the hard work and unwavering dedication of our people and I would like to express my sincere thanks to them.

Despite the challenges presented to us in 2020 and the inevitable uncertainties that will arise from the Covid pandemic over the next few months, I am encouraged by the continued recovery in trading and am confident in our MAP23 plan. The targets are ambitious and achievable, with our robust balance sheet and Flagship 4 brands leaving us well-placed to capitalise on future opportunities. We will continue to focus on providing cutting-edge insight, training and analysis, building strong and lasting relationships with our customers and delivering long-term sustainable returns to our shareholders as we emerge from the pandemic."

Enquiries:

Centaur Media plc  020 7970 4000

Swag Mukerji, Chief Executive Officer   

Simon Longfield, Chief Financial Officer

Teneo   07793 522824 / 07785 528363

Paul Durman / Matthew Thomlinson 

Note to editors

Centaur is an international provider of business information, training and specialist consultancy that inspires and enables customers to excel at what they do, raise their aspirations and deliver better performance.

Advise. Inform. Connect.

Our vision

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

· Advising businesses on how to improve their performance and ROI;

· Informing customers using data, content & insight with the provision of business intelligence products;

· Offering training and advisory services through digital learning initiatives and on-line programmes; and

· Connecting specific communities through media and events.

We will provide cutting-edge insight and analysis, building strong and lasting relationships with our customers and aiming to deliver long-term sustainable returns to our shareholders.

Our business

Centaur is an international provider of business information, training 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, our customer centric approach enables us to offer a wide range of products and services targeted at helping them add value.

Our reputation is based on the trust and confidence arising from a deep understanding of these sectors and innovation to satisfy what our customers need; we have developed a strong track record for providing 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

Strategic

· Centaur performed well in the initial months of the year and was on track to achieve the organic revenue growth set out under our Margin Acceleration Plan 2022 (MAP22) in addition to the benefit of 2019 cost savings.

· We took immediate clear and decisive action to mitigate the impact of Covid, protect the health and safety of our employees and customers and to ensure the long-term financial security of the business. This included improving our digital capabilities and moving our face-to-face training sessions, and landmark events, online . We also halted recruitment, reduced Board and senior management remuneration, froze marketing expenditure and suspended our dividend payment.

· This allowed us to recover gradually over the course of the second half of the year, to the point where we had sufficient confidence to review and update our strategy to drive organic revenue and profit growth over the next three years.   In January 2021, we announced our Margin Acceleration Plan 2023 (MAP23). Our aim is now to raise Adjusted^[3] EBITDA margins to 23% by 2023 while increasing revenue to at least £45m.

· As a fundamental part of MAP23, we will prioritise investment and resource allocation for our Flagship 4 brands - Econsultancy, Influencer Intelligence, Mini MBA and The Lawyer - with our wider portfolio of Core Brands playing an important role in creating opportunities for Centaur.

Operational

· Our brands have proven resilient throughout the pandemic, clearly demonstrating the benefit of our investment in digital transformation in recent years.

· At the onset of the pandemic, we moved quickly to adapt our training and events to an online format, allowing us to deliver our products and services and to maintain our customer relationships.

· While revenues at both Xeim and The Lawyer were severely impacted by the initial stages of the pandemic, both business segments recovered over the course of the second half of the year. Highlights included:

o  Mini MBA saw strong demand for its online courses, including new bespoke offerings

o  The Festival of Marketing was held online and attracted over 3,900 delegates

o  The Lawyer achieved a full-year corporate subscription renewal rate of 106%, demonstrating its continued value to UK and international law firms.

· The pandemic had a severe impact on the MarketMakers telemarketing business which the Board took the difficult and sensitive decision to close. We have retained Really B2B, the award-winning demand generation agency.

Financial

· Centaur reported revenues from continuing operations of £32.4m (2019: £39.6m), reflecting the severe impact of the pandemic on our customers and events. 

· Centaur posted an improved Adjusted EBITDA margin of 12% (2019: 10%), which benefited from an increase in H2 2020 margin compared with H1 2020.

· The Group reported an improved adjusted operating profit of £nil (2019: a loss of £1.2m). On a statutory basis the Group made an operating loss of £2.3m (2019: a loss of £7.8m).

· Through a focus on prudent financial management and continuing tight control of costs, Centaur remains financially strong wit h £8.3m in ca sh backed up by a new three-year £10m revolving credit facility

· In May 2020, Centaur suspended payment of its final 0.5p dividend for the financial year 2019 in order to preserve cash during the pandemic. Due to the encouraging second half performance, Centaur is recommending a 0.5p final dividend for the 2020 financial year. From 2021, Centaur is recommending a resumption of its normal dividend policy of 40% of adjusted retained earnings, subject to a minimum of 1p per share.

Performance: CEO Review

Overview of 2020

This is my second report to you as Centaur CEO, and it comes on the back of what has been an

extraordinary year. It is hard to underestimate how challenging 2020 was, with vast swathes of our customers, our industry and the wider economy forced to shut down for extended periods. I am pleased by the resilience and agility the Group has shown, driven by the energy, commitment, drive and can-do tenacity of our people, to whom we owe our sincere thanks.

Looking back to last January, Centaur made a strong start to the year, building on the momentum that we carried over from the final quarter of 2019. It meant that we were well on track to deliver planned revenue growth, benefit from the 2019 cost savings and achieve the margin target set out under MAP22, our Margin Acceleration Plan strategy.

We started to feel the impact of Covid from March and took immediate action to mitigate the effect on our clients and our business, protect the health and safety of our employees and customers and ensure Centaur's long-term financial stability.

The enforced closure of large parts of the UK economy had a severe impact on our revenues in the second quarter, but the measures we took significantly reduced the effect on our profitability from the resulting revenue loss.

Over the second half of the year, trading saw a gradual recovery, and this gave us sufficient confidence to review and update our strategy. We now have new targets for our Margin Acceleration Plan, now known as MAP23. As part of MAP23, we are focused on raising Group Adjusted EBITDA margins to 23% by 2023 while increasing revenue to more than £45m.

MAP23 will be driven by our Flagship 4 brands - Econsultancy, Influencer Intelligence, Mini MBA and The Lawyer - supported by our wider portfolio of Core Brands. The Flagship 4 are all products that did not exist in their current guise five years ago and are each a clear demonstration that we can innovate and build growing new products based on the trust and confidence in the editorial content of our brands. 

Results for the year

At the start of 2020, Centaur was emerging from a radical transformation which saw it reshaped into a simpler business focused on two sectors - marketing services through Xeim and legal services through The Lawyer. We were well placed to achieve the revenue growth set out under our MAP22 strategy, in addition to the £6m of annualised cost savings that had already been delivered by the end of 2019.

The disruption caused by Covid led to a significant impact on revenues and EBITDA, but the investment we had made in digital transformation in recent years ensured that we could continue to serve our customers. We successfully moved our training and events to an online format, as I will outline in greater depth below.

The upshot was that our Adjusted EBITDA margin was sustained. Our brands remained resilient and this, combined with the impact of our significant 2019 cost cutting measures and adaptation to the new environment, gave us breathing space throughout the first lockdown.

Over the second half of the year, our business saw a recovery with growing momentum, providing us the confidence to put in place our MAP23 strategy to guide Centaur over the coming years. The transformation of Centaur over the last 5 years is evidenced with higher value revenues from premium content, marketing services and training and advisory increasing from 36% in 2016 to 76% in 2020 and revenue from events, marketing solutions and recruitment advertising reducing from 64% to 24%. Revenue from outside the United Kingdom has also increased to 31% from 24% in 2019 with a lift of 4% to £10.0m as Centaur extends its international reach.

Nonetheless, the severe impact of the pandemic on our customers and events affected our results for 2020. Centaur posted a break-even adjusted operating profit and a statutory operating loss of £2.3m on revenues of £32.4m (2019: £39.6m), with Group Adjusted EBITDA margin growing from 10% to 12%.

Through a focus on prudent financial cash management and continuing tight control of costs, Centaur ended the year with a cash balance of £8.3m (2019: £9.3m). This is after paying £1.2m in exceptional costs in H2, mainly related to the closure of MarketMakers, which will be outlined below. The Group also has access to a new three-year revolving credit facility of £10m.

Dividend

On 27 May 2020, the Group announced that it was cancelling payment of the final 0.5p dividend relating to the 2019 financial year in order to preserve cash during the pandemic. The Board also decided not to pay the 2020 interim dividend and kept the situation under review. The Board now proposes a 0.5p final dividend relating to the 2020 financial year and is recommending that Centaur resumes its normal dividend policy of 40% of adjusted retained earnings, subject to a minimum of 1p per share. The Board will also consider resuming further returns of capital once the longer-term impact of Covid on the Group's cash flow becomes clearer.

Operational Review

Centaur comprises two business units, Xeim and The Lawyer. Xeim is Centaur's largest business and contributes 80% of Group revenues, with The Lawyer making up the balance. Each business unit is run on a stand-alone basis with dedicated management teams supported by streamlined central functions.

Both Xeim and The Lawyer saw revenues decline over the course of 2020, which reflects the loss of event delegates and recruitment advertising sales due to the pandemic. Our premium content revenues were impacted to a lesser extent with some recovery of subscription renewal rates being experienced in the second half of the year.

A key contributor to this was the investment we made in developing our digital capabilities over recent years. As I will touch upon below, our ability to harness technology to continue to engage our existing customers and win new business has been a crucial element in the resilience of our brands across both Xeim and The Lawyer.

Looking forward, brands from Xeim and The Lawyer will play an important role in the implementation of our MAP23 strategy.

Xeim

Xeim was formed in early 2019 and brings our marketing brands into a single business unit, allowing us to manage them more effectively, cross-sell our products more efficiently, eliminate duplication of effort and enhance their margins. Xeim represented 80% of revenues in 2020 and posted a 14% decrease in underlying revenue, a 40% decrease in Adjusted EBITDA and an Adjusted EBITDA margin of 17%.

Xeim interacts with its customers by using the power of its brands to generate different types of revenues, creating both cross-selling opportunities and operational synergies. Xeim's customer centric strategy is achieving success with its largest customers as we create more tailored solutions and integrated services across multiple brands.

In 2020, Xeim increased revenue from its top 50 customers to 34% of total revenues (2019: 30%) with an average spend that only reduced by 7%, compared with the 14% overall decline in underlying revenue. In order to increase the strategic focus on cross-selling Xeim brands to customers within this valuable customer segment, we have recently created a centre of sales excellence in Xeim. In addition, there are specific product teams for each of the Mini MBA, Econsultancy and Influencer Intelligence Flagship brands with a separate unit for the Core Brands.

Xeim brands will play an important role in the implementation of our MAP23 strategy, with particular focus and investment being placed on the Flagship brands Econsultancy, Influencer Intelligence and the Mini MBA.

Econsultancy is our digital platform that provides online training, insight and essential information to transform the knowledge, skills and mindset of thousands of marketing, digital and ecommerce professionals. It focuses on subject matter areas which underpin digital excellence, defining "what good looks like" and customers receive reports, webinars and analyst sessions as part of their subscription package.

During 2020, Econsultancy initially experienced some disruption and delays as a result of Covid, as companies cut costs and deferred spend. The team transitioned swiftly and effectively to instructor-led training to ensure they could deliver best practice, in a virtual environment, rather than simply replicating face-to-face workshops online. Over the course of the year, we put greater emphasis on this "blended learning" offering and average scores stayed at over 90%, very good or excellent, in this revised format.

The transition made Econsultancy perfectly placed to meet the demand for training in Digital Transformation and Ecommerce and this has accelerated throughout 2020 . Demand for services has increased over the last six months as companies focus more on digital transformation and new ways of working, with a significant number of new, global enterprise clients signing up for multi-year capability programmes. As a result of the pandemic, subscription renewal rates decreased significantly in Q2, but recovered in H2 such that the year-on-year renewal rate remained flat.

Influencer Intelligence is our market-leading data intelligence search and measurement platform for influencer and talent-led marketing campaigns, providing data-driven information, tools and proprietary analysis.

Influencer Intelligence started 2020 with strong momentum, but the pandemic badly impacted its target customer segments, primarily in the fashion and retail sectors. As a result, we achieved renewal rates for the year of 71%, a significant fall from 89% in 2019.

Despite this, we remained confident that the market would recover and continued with our planned product development. Over the course of 2020, Influencer Intelligence increased the volume of influencers on its platform that are supported with full analytics functionality. It also created a new design, look and feel to the platform and a direct link to Xeim's Fashion & Beauty Monitor service.

Additionally, Influencer Intelligence launched its new campaign measurement tool in February 2021 which enables marketers to measure the true impact of their influencer marketing investments across Instagram, Facebook, YouTube, Twitter and TikTok. This is a key driver in the future growth of the business.

The Mini MBA, our online MBA-level course in marketing developed under the Marketing Week brand had a very strong year and continued to build on its successful 2019 with delegate numbers and revenue increasing by approximately 90%.

The Mini MBA is a good example of our product innovation over recent years and responded quickly to the challenges posed by the initial lockdown in Spring 2020. We swiftly implemented an ecommerce strategy to attract single user MBA candidates, supported by an enhanced marketing campaign targeted at employees working from home. This proved very successful and contributed to a doubling of delegates over the first half of 2020.

Since launch, there have been almost 11,000 global participants with 86 different nationalities. The course has a Net Promoter Score of +75 with customer satisfaction running at a commendable 98%.

The Mini MBA comprises two courses:

· The Marketing Week Mini MBA in Marketing: A CPD accredited, digital, MBA level course covering the same core marketing modules as leading MBA programmes; and

· The Mini MBA in Brand Management: A course which provides participants with the knowledge required to become a fully trained brand manager. It enables participants to take their career and the success of the brands they run to the next level.

Over the course of the year, we have run add-on brand management courses and bespoke work for companies such as Google, Flight Centre, Coles Supermarkets in Australia, the Marketing Academy and Westpac Bank.

Xeim's wider portfolio of Core Brands comprising Marketing Week, the Festival of Marketing, Creative Review, Oystercatchers, Design Week, Fashion Monitor, Foresight News, Really B2B and Xeim Labs, will also continue to play an important role in creating opportunities for Centaur by demonstrating the depth of our business intelligence and our ability to connect and provide valuable services to marketers and senior leaders.

The Festival of Marketing is a prime example of how our digital capabilities allowed us to adapt to the 'new normal' of online and virtual events. Not long into the pandemic it became clear that our usual two-day format at Tobacco Dock would not be feasible in the circumstances, so our team swiftly repositioned the Festival of Marketing as a paid-for online learning, development and networking experience in October 2020.

In some ways, it was our most ambitious event to date, comprising 80 sessions across five days, with the biggest names in marketing joining to address a different marketing issue each day. Highlights included sessions with Nile Rodgers, the artist, producer and songwriter responsible for some of the most recognisable music in the pop era; Richard Curtis, the internationally acclaimed writer and director; and the Chief Marketing Officers of global brands such as Lego, GSK and GE. 2020 had similar delegate numbers to the previous year and the change to an online format saw an increase in gross profit margin.

The Xeim Labs operation accelerates the effectiveness of companies looking to target marketers and decision-makers. The team provides a single access point to reach Xeim's unrivalled community of marketing professionals with a multi-channel approach to delivery. The team brings together content-led solutions, insights, audiences and outcomes by working with our Flagship 4 and Core brands.

Marketing Week continues to be at the centre of the marketing industry and underpins Xeim's reach and reputation in the sector, providing marketers with content of unrivalled authority and integrity. Daily content delivered through our digital platform provokes debate about the biggest questions in marketing and the important issues that elevate marketing as a driving force in business.

Following a challenging 2019, MarketMakers saw a further sharp fall in revenue due to the crisis, as several major customers were hit by disruption in their own markets. We took decisive action to restructure MarketMakers, with the unfortunate loss of around 180 roles. Closing the telesales arm of MarketMakers and focusing on the more profitable Really B2B arm will lead to short term decreased revenues, but margins will improve as will the profitability of the brand.

Towards the end of 2020, we appointed Will Johnston as Group Commercial Director to lead the Xeim Sales Programme which will drive a customer centric strategy to cross-sell our brands. Will is a proven B2B commercial  operator with considerable sales leadership experience in high growth and subscription-based businesses and I welcome him to Centaur.

Looking ahead to 2021, our strong and resilient Xeim brands will all play an important role in our MAP23 strategy. While Econsultancy, Influencer Intelligence and the Mini MBA will have particularly important parts to play in achieving our targets, we will also be looking to the rest of our core Xeim brands to make a sizeable contribution.

The Lawyer

The Lawyer is a leading provider of intelligence to the global legal market, generating revenue from digital subscriptions, live and online events, and marketing solutions. The Lawyer represented 20% of revenues in 2020 and posted a 21% decrease in underlying revenue, a 34% decrease in Adjusted EBITDA and an Adjusted EBITDA margin of 33%. The fall in revenue and Adjusted EBITDA reflects the impact of Covid on events and recruitment advertising revenues partially offset by a 9% increase in underlying premium content revenue.

Over the course of recent years, The Lawyer has successfully moved to a multi-channel digital platform and was a key driver of our growth at the start of 2020. As the pandemic took hold, The Lawyer's strong digital presence allowed it to maintain its role as the most trusted brand for the UK legal profession and a leading provider of intelligence to the global legal market.

The Lawyer saw a substantial increase in its digital engagement with subscribers over the course of the year. The number of subscribers visiting TheLawyer.com per month increased by 17% compared with 2019. Subscribers also increased the frequency of their visits to the website, with the number of subscriber visits per month increasing by 29%.

In the first quarter of the year, it launched Horizon, a daily early morning email that draws on The Lawyer's data and research capabilities to pinpoint emerging trends in the business of law and was opened by 8,800 subscribers per day in 2020. While only available to subscribers, users do not have to visit TheLawyer.com to read Horizon as all the content is in their inbox, so interaction is an additional source of strong subscriber digital engagement. This strong digital engagement supported our highly successful subscription renewal efforts, with a renewal rate of 106% for 2020 demonstrating the trust put in the brand by the international legal market.

As with Xeim, we took an early decision to move our highest profile events for The Lawyer online. After a swift turnaround from our team, we launched a series of digital events at The Lawyer through In-House Financial Services 2020 ("IHFS"), a virtual conference attended by over 220 people and including exclusive virtual roundtables with handpicked attendees and full plenary sessions. The NPS from the event was +45, which is as high as the equivalent face-to-face event. Over the course of 2020 we delivered on more than 100 different virtual events, with over 6,000 total attendees.

These capabilities were instrumental in seeing The Lawyer named Business Information Product of the Year at the PPA Awards, the industry Oscars, and it is well-positioned to build on this success in 2021.

People and culture

Our executive committee is committed to ensuring we develop a culture that supports, engages and empowers employees to fulfil their potential. It is a culture that underpins our business ambition and we continue to develop internal training plans and communications processes to ensure our employees' success - and has become even more important in an environment where our workforce has been working from home.

Across the Group, the gender balance is a female:male ratio of 58:42. At Board level, 33% of our Directors are female, as is the female representation on our senior leadership team. There is still much work to be done to encourage and promote women and ethnic minorities to senior leadership positions. We had 82% maternity returners and part time working arrangements have increased to over 10% of our employees.

In 2019 we established a workforce advisory panel to cover diversity, inclusion, culture and engagement (DICE) to ensure that our culture supports and empowers our employees and promotes their ongoing development. DICE reports to me and frequently meets with the executive committee. There is also a nominated Non-Executive Director, Carol Hosey, to oversee the working of DICE. In recent months it has been instrumental in supporting our response to the Black Lives Matter movement and in developing our Antiracism, Inclusivity and LGBTQ+ pledges. A safe space has also been set up by DICE to support colleagues.

Our policies and working practices underpin an inclusive working environment and ensure that Centaur takes a proactive and progressive approach to supporting diversity. I am extremely proud of the fabulous achievements of DICE since it started. Our hiring policy is focused on appointing the best person for the job irrespective of race, gender, sexual orientation or disability. The Company also offers a range of mental health, wellbeing and fitness sessions.

During the pandemic, enhanced communication has been a key focus of our activity to foster a culture of inclusion and to keep up morale and focus. This has taken the form of weekly staff updates, monthly all staff Q&A sessions, monthly business Town Hall sessions, improvement project working groups, CEO breakfasts and informal group catch up sessions. DICE has also organised a range of social activities including a monthly quiz, book and film groups, and virtual Summer and Christmas celebrations.

We have also enhanced the range of support available to support mental and physical wellbeing. We have trained Mental Health First Aiders across the business and a comprehensive Employee Assistance Programme. 2020 saw the launch of an online GP App and a number of webinars and initiatives to support coping with change and uncertainty, building resilience and working from home effectively. We have also arranged more than fifty 121 coaching sessions and workshops for line managers to equip them to lead teams remotely. We have 15 formal mentoring arrangements in place and are looking to increase this during 2021. Reverse mentoring is also on the agenda.

Engagement and motivation are tracked on a weekly basis using our in-house engagement tool and there has been increased focus on performance development.

Summary

If 2019 marked a new chapter in Centaur's evolution, then 2020 was a year of testing our new structure to its limits.

I am pleased that Centaur emerged from last year a more resilient and agile business, something which can be attributed to three things - the investment in digital and subsequent adaptation of our brands to the new environment; cost-cutting and cash management measures we put in place both prior to and during the pandemic and, most importantly, the expertise, the commitment and tenacity shown by our employees in extremely challenging circumstances.

As I look to 2021 and beyond, while uncertainty remains, our strong balance sheet and growing momentum give me confidence for the future. We have the strategy and resources in play to achieve organic growth and the targets set out under our MAP23 strategy, and both our Flagship 4 and other Core Brands will have important roles to play in hitting those targets.

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	Graph	Commentary
Financial
Underlying revenue decline*	2020: (14)%, 2019: (2)%	The growth/(decline) in total revenue adjusted to exclude the impact of event timing differences, as well as the revenue contribution arising from acquired or disposed businesses.
Adjusted EBITDA margin*	2020: 12%, 2019: 10%	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.
Adjusted diluted EPS*	2020: 0.3p, 2019: 0.3p	Diluted earnings per share calculated using the adjusted earnings, as set out in note 9 to the financial information.
Cash conversion*	2020: 100%, 2019: 100%	The percentage by which adjusted operating cash flow covers Adjusted EBITDA (on continuing and discontinued operations) as set out in the financial performance review.
Non-financial
Attendance at Festival of Marketing	2020: 3,938, 2019: 4,119	Number of unique delegates attending the Festival of Marketing
Delegates on Mini MBA course	2020: 4,813, 2019: 2,512	Number of delegates on Mini MBA and related eLearning courses in the year
Xeim customers >£50k	2020: 77 (£10.4m), 2019: 89 (£12.1m)	Number and value of Xeim customers that have sales in the year of greater than £50,000
Top 250 law firm customers	2020: 160 (64%), 2019: 170 (68%)	Number and percentage of top 200 UK law forms and top 50 US law firms

*See definitions in Financial Review.

Performance: Financial Review

Overview

2020 has been a year of unprecedented challenges emanating from the pandemic. It has been challenging for Centaur with all physical events severely impacted by the social and governmental restrictions imposed as well as declines in most other revenue streams across our key brands, with the notable exception of training and advisory.

However, Centaur arguably moves into 2021 in a stronger position than in previous years. 2020 has seen the full benefit of over £6m in annualised cost savings from the programme announced in 2019, resulting in an improved adjusted operating profit performance this year over the prior year. This is despite lower profits from our Xeim and Lawyer businesses. 2020 has also encouraged bold thinking - the Group moved quickly to close the low-margin telemarketing business at MarketMakers and also responded quickly to the opportunity to offer events and training in a virtual, rather than face-to-face, format. Having reduced our dependence on events revenue (37% of revenue in 2018 but only 13% in 2019) and generated significant cash proceeds from the disposal programme, Centaur had the flexibility and made good managerial decisions to exit 2020 in a strong position.

In our 2019 Annual Report and Accounts, we announced a 0.5p per ordinary share dividend to be paid in May 2020. We cancelled payment of that dividend shortly after the onset of the pandemic due to significant uncertainty about how the Group's cash profile would respond. I am delighted to report that, despite these worries, operating cash performance has remained very strong and the Group closed 2020 with £8.3m in the bank (2019: £9.3m). The Board is therefore pleased to be able to recommend the payment of a final dividend of 0.5p per share for the year 2020. In 2021, we will revert to our dividend policy of payment of either 40% of adjusted retained earnings or 1.0p per share - whichever is greater.

We are also pleased to announce the reassessment of our Margin Acceleration Plan ("MAP22") which targeted 20% Adjusted EBITDA in 2022 (without the benefit of the impact of IFRS 16). Following the pandemic of this year, we have now amended this target to MAP23 which targets an Adjusted EBITDA margin of 23% in 2023. This is combined with a minimum revenue target of £45m for that year. Our future reporting will demonstrate our progress to achieving this target.

Performance

Group

Statutory revenue fell by £7.2m in 2020 - a fall of 18%. Xeim declined 17% and The Lawyer 22%. Underlying revenue for Xeim, excluding the impact of Marketing Week Live that was closed in 2019, fell 14% giving a consolidated fall in the Group's underlying revenue of 16%.

The Group posted an adjusted operating profit of £nil in the year (2019: a loss of £1.2m) and has therefore improved its like-for-like trading performance for the continuing business despite the impact of the pandemic in 2020. The Group has seen a full year's benefit of the cost savings programme reported in its 2019 Annual Report and has achieved an annualised cost reduction of over £6m. This has enabled the Group to outperform 2019 despite reduced revenues in various business lines during the year primarily as a result of the pandemic. The Group received payments from the government's Job Retention Scheme (JRS) during the period from April to September 2020 totaling £0.8m in relation to approximately 130 furloughed employees.  Of this amount £0.5m related to the MarketMakers telemarketing business in Portsmouth which, as described later in this review, we closed in August. The remaining £0.3m of the grant has therefore been recognised within the adjusted operating profit from continuing operations.

As a result of this performance, Adjusted EBITDA margin increased from 10% in 2019 to 12% in 2020 showing progress towards our MAP23 targets, albeit on reduced revenues. The Group is reporting a statutory loss after taxation of £14.4m (2019: a profit of £1.9m) primarily due to the closure of the MarketMakers telemarketing business in the year with impairment of £11.0m of goodwill.

Xeim

Xeim's underlying revenue for 2020 was £26.0m, a reduction from £30.3m in 2019. Premium content fell 13% as some of our major brands (Econsultancy, Influencer Intelligence and Fashion Monitor) were impacted by economic uncertainty. Marketing Services, which represents our Really business, saw a more significant fall of 33% partially as a result of the issues experienced at MarketMakers.

Underlying revenue from Xeim events halved to £1.6m with the vast majority of the reduction being driven by the move to a virtual event at the Festival of Marketing following the introduction of social distancing measures.

Training and advisory revenue saw strong growth of 12% on the back of continued excellent performance in eLearning revenues from both the Mini MBA and Brand courses, partially offset by reductions in training and advisory provided by Econsultancy and lower pitch revenues for the Oystercatchers business.

As highlighted, Xeim's telemarketing business, MarketMakers, was closed in 2020 and its results and prior-year comparatives are now re-presented as discontinued operations in line with accounting standards. Its results therefore do not form part of the commentary on continuing operations below.

Xeim reports an Adjusted EBITDA of £4.3m for the year, a reduction from £7.2m in 2019. Despite responding quickly to the economic downturn by cutting business unit costs significantly, the reduction in statutory revenue of £5.4m has impacted Xeim's result for the year.

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

Econsultancy revenues fell 12% in the year driven primarily by a 17% reduction in premium content revenues and 14% fall in training revenues. New business was severely impacted by the economic downturn for the period of March to May but picked up strongly in the final four months of the year so that overall, year-on-year new business subscription sales increased 21%. Renewals struggled during the first half of the year as the pandemic created uncertainty in our customer base but recovered in the second half such that a subscription renewal rate of 64% was achieved, a flat performance compared to 2019. Renewal rates will be driven upwards in 2021 through our blended learning strategy increasing usage as a result of better content format, together with improved account management processes.

Econsultancy's face-to-face training and advisory contracts were significantly impacted by the restrictions imposed due to the pandemic. The shifts to virtual training partially mitigated this fall with some sizeable digital transformation advisory contracts being executed and delivered in the second half of the year. Through continued improvement in its blended learning proposition, the introduction of Econsultancy Live events and building on our market-leading position as digital transformation specialists, we anticipate that Econsultancy revenues will return to growth in 2021.

Influencer Intelligence revenue has fallen 6% in the year on the back of a reduction in new business as many of our potential customers in the retail and fashion sectors struggled. Renewals fell, in terms of both volume and value, during the first four months of the pandemic but picked up strongly from the summer. We anticipate significant billings growth in 2021 from the combination of increasing renewal rates, an uplift in new business, customer upselling relating to new campaign management tools and a new ecommerce product for SME customers.

The Mini MBA has had an exceptional year with delegate numbers up 92% year-on-year and NPS scores of +75. Both the marketing and brand courses in the spring and autumn cohorts achieved excellent growth and in addition we delivered a bespoke version of the marketing course for several customers. Overall, revenue increased 89% on 2019 and growth is anticipated to continue into 2021 due to improvements in the course, the launch of a new marketing website and through targeted marketing campaigns.

Of our core Xeim brands, Festival of Marketing saw a significant downturn in revenue due to the restrictions of the pandemic and as a consequence, we moved swiftly to launch it as a virtual event in 2020. Although delegate numbers only fell by 4% year-on-year, the yield was significantly lower. Sponsorship was also hit as a large decline in individual sponsors was only partially offset by an improved average yield. We will continue to monitor the Covid situation with a view to only returning to a physical format when it is safe to do so.

MarketMakers business model became unsustainable after the onset of the pandemic and lost numerous large contracts. The Group made the difficult and sensitive decision to terminate its telemarketing business. However, the related Really marketing services business has now been fully merged into Xeim and is expected to return to revenue growth in 2021 after a difficult year.

The Lawyer

The Lawyer continued to show growth (9%) in underlying premium content revenue as yield and renewal rates remained strong, primarily in corporate subscriptions, which grew 11%. Overall, underlying revenues for The Lawyer fell 21% due to the impact of Covid. The cancellation of face-to-face events, partially mitigated by a move to virtual events, led to a 57% reduction in event revenue. High-margin recruitment advertising fell 40% as economic uncertainty grew in 2020 and law firms delayed hiring.

This led to a fall in Adjusted EBITDA from £3.2m in 2019 to £2.1m in 2020. The underlying business continues to perform strongly and the ability of the business to grow premium content during a severe recession indicates how important it has become to leading law firms and their fee earners.

Measurement and non-statutory adjustments

The statutory results of the Group are presented in accordance with International Financial Reporting Standards ("IFRS"). The Group also uses alternative reporting and other non-GAAP measures as explained below and as defined in the 'Alternative Performance Measures' table below.

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 loss from continuing operations reconciles to adjusted operating loss and Adjusted EBITDA as follows:

	Note		2020 £m	Re-presented 2019 £m
Statutory operating loss			(2.3)		(7.8)
Adjusting items:
Exceptional operating costs	4	0.2		4.7
Amortisation of acquired intangible assets	11	1.5		1.7
Share based payments	24	0.5		0.1
Loss on disposal of assets and liabilities	11,12,19	0.1		-
Loss on disposal of subsidiary	8,14	-		0.1
			2.3		6.6
Adjusted operating loss			-		(1.2)
Depreciation, software amortisation and impairment	3		3.8		5.2
Adjusted EBITDA			3.8		4.0
Adjusted EBITDA margin			12%		10%

Adjusting items from continuing operations of £2.3m in the year (2019: £6.6m) are comprised as follows:

Adjusting Item	Description
Exceptional operating costs	Exceptional costs of £0.2m relate primarily to staff restructuring costs following the onset of the pandemic. 2019 included £2.5m of staff restructuring costs and £2.2m of costs related to the divestment programme.
Amortisation of acquired intangible assets	Amortisation of acquired intangible assets of £1.5m has fallen slightly (2019: £1.7m) as certain assets have fully unwound. £0.4m (2019: £0.7m) of amortisation relating to MarketMakers was reallocated to discontinued operations.
Share based payments	Share based payments of £0.5m were higher than the 2019 comparative of £0.1m. 2019 contained a significant number of forfeitures and lapses of share options which resulted in reversals of charges previously recorded.
Loss on disposal of assets and liabilities	£0.1m relates primarily to small write-offs of software development costs and computer equipment as well as the ROU asset offset by the disposal of lease liability on exit of the Portsmouth lease.
Loss on disposal of subsidiary	In 2019, a loss of £0.1m on disposal of subsidiaries was reported relating to the sale of Venture Business Research.

Underlying revenue and profit

The Group also measures and presents performance in relation to various other non-GAAP measures, such as underlying revenue. These have been presented to provide users with additional information and analysis of the Group's performance, consistent with how the Board monitors results. The Group's activities are predominantly UK-based and therefore currency movements do not have a material impact on results.

In 2019, the Group disposed of VBR which was included in The Lawyer business unit. Due to its size, it has not been treated as discontinued and its revenues (2020 £nil; 2019: £0.1m) were reported as part of the Group's continuing revenue in 2019. Marketing Week Live, which was included in Xeim, was closed in 2019 and therefore its revenue has also been excluded for underlying reporting purposes (2020 £nil; 2019: £1.1m).

No other underlying revenue adjustments have been made to the statutory revenue numbers.

Segment Profit

In 2019, we improved clarity around our business units' performance by introducing the concept of segmental profit which consists of gross contribution for a business unit minus specific overheads and also specific 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 and underlying revenue for each business unit:

				Re-presented
	Xeim	The Lawyer	Total	Xeim	The Lawyer	Total
	2020 £m	2020 £m	2020 £m	2019 £m	2019 £m	2019 £m
Underlying revenue
Premium Content	9.5	3.7	13.2	10.9	3.4	14.3
Marketing Services	2.9	-	2.9	4.3	-	4.3
Training and Advisory	8.5	-	8.5	7.6	-	7.6
Events	1.6	0.9	2.5	3.2	2.1	5.3
Marketing Solutions	3.3	0.9	4.2	3.5	1.1	4.6
Recruitment Advertising	0.2	0.9	1.1	0.8	1.5	2.3
Total underlying revenue	26.0	6.4	32.4	30.3	8.1	38.4
Underlying revenue growth	(14)%	(21)%	(16)%
Revenue from closed or disposed businesses	-	-	-	1.1	0.1	1.2
Total statutory revenue	26.0	6.4	32.4	31.4	8.2	39.6

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

					Re-presented
	Xeim	The Lawyer	Central	Total	Xeim	The Lawyer	Central	Total
	2020 £m	2020 £m	2020 £m	2020 £m	2019 £m	2019 £m	2019 £m	2019 £m
Revenue	26.0	6.4	-	32.4	31.4	8.2	-	39.6
Other income	-	-	-	-	-	-	1.6	1.6
Operating costs	(24.1)	(5.0)	(3.3)	(32.4)	(27.4)	(5.9)	(9.1)	(42.4)
Adjusted operating profit/(loss)	1.9	1.4	(3.3)	-	4.0	2.3	(7.5)	(1.2)
Adjusted operating margin	7%	22%		0%	13%	28%		(3)%
Depreciation, amortisation and impairment	2.4	0.7	0.7	3.8	3.2	0.9	1.1	5.2
Adjusted EBITDA	4.3	2.1	(2.6)	3.8	7.2	3.2	(6.4)	4.0
Adjusted EBITDA margin	17%	33%		12%	23%	39%		10%

Net finance costs

Net finance costs were £0.3m (2019: £0.3m). The Group held positive cash balances throughout the year and therefore in both 2020 and 2019 the vast majority of finance costs relate to the commitment fee payable for the revolving credit facility as well as interest on lease payments for right-of-use assets.

Taxation

A tax credit of £0.9m (2019 re-presented: £0.6m) has been recognised on continuing operations for the year. The adjusted tax credit was £0.6m (2019: an expense of £0.5m). The Company's profits were taxed in the UK at a blended rate of 19.0% (2019: 19.0%). On a reported basis, the effective tax rate is 35% (re-presented 2019: 7%). The 35% rate is driven by the revaluation of deferred tax balances to 19% from 17% and the timing of tax-deductible items relating to the 2019 disposal programme. See note 7 for a reconciliation between the statutory reported tax charge and the adjusted tax charge.

Discontinued operations

In 2020, discontinued operations relate to the closure of the MarketMakers telemarketing business that was terminated due to a significant reduction in revenue following the onset of the pandemic and include £11.0m of goodwill impairment. The 2019 comparatives include the re-presentation of the MarketMakers telemarketing business into discontinued operations within the reported statutory results for the Group.

	Discontinued	Discontinued	Continuing	As reported
	2020 £m	2019 £m	2019 £m	2019 £m
Revenue	3.6	9.3	39.6	48.9
Other operating income	-	-	1.6	1.6
Net operating expenses	(15.9)	(9.9)	(49.0)	(58.9)
Loss on disposal	(0.7)	-	-	-
Operating loss	(13.0)	(0.6)	(7.8)	(8.4)
Finance costs	-	-	(0.3)	(0.3)
Loss before tax	(13.0)	(0.6)	(8.1)	(8.7)
Taxation	0.3	0.1	0.6	0.7
Loss after tax	(12.7)	(0.5)	(7.5)	(8.0)

Earnings/losses per share

The Group has delivered adjusted diluted earnings per share for the year of 0.3 pence (2019: 0.3 pence). Diluted earnings per share for the year were a loss of 10.0 pence (2019: earnings of 1.3 pence). Full details of the earnings per share calculations can be found in note 9 to the financial information.

Dividends

In 2019 the Group announced a new dividend policy, applicable from 1 January 2020 such that Centaur will target a pay-out ratio of 40% of adjusted retained earnings, subject to a minimum dividend of 1.0p per share per annum.

In light of this, the Group proposed a final dividend in March 2020 of 0.5p per ordinary share in respect of 2019. However, following the onset of the pandemic and the uncertain impact on cash, the Group announced in May 2020 that it was prudent to cancel the payment of that final dividend.

Following the relatively robust performance of the Group over the last year and strong cash balances, the Board is pleased to announce its intention to reinstate the payment of dividends and is proposing a final dividend of 0.5p per ordinary share in respect of the 2020 year.

This dividend is subject to shareholder approval at the Annual General Meeting and, if approved, will be paid on 28 May 2021 to all ordinary shareholders on the register at the close of business on 14 May 2021.

Cash flow

	2020 £m	2019 £m
Adjusted operating profit 1	-	1.8
Depreciation, amortisation and impairment	4.0	5.5
Movement in working capital	2.5	-
Adjusted operating cash flow	6.5	7.3
Capital expenditure	(0.8)	(1.6)
Cash impact of adjusting items	(4.6)	(2.7)
Taxation	-	0.1
Repayment of lease obligations and interest	(2.1)	(2.5)
Free cash flow	(1.0)	0.6
Acquisitions	-	(0.1)
Disposal of subsidiaries	(0.1)	16.4
Disposal of intangible assets	0.1	-
Share repurchases	-	(0.6)
Dividends paid to Company's shareholders	-	(7.1)
(Decrease)/increase in net cash	(1.0)	9.2
Opening net cash	9.3	0.1
Closing net cash	8.3	9.3
Cash conversion	100%	100%

¹ Adjusted operating profit for the purposes of the cash flow includes the adjusted operating profit from discontinued operations of £nil (2019: £3.0m).

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, which are defined above. 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 movement in working capital in 2020 includes £1.0m relating to the deferral of VAT payments under the government's Covid VAT payment deferral scheme, which is planned to be re-paid in 2021, and the receipt of £1.5m relating to the lease incentive on the Wells Street office that was vacated in early 2020. The cash conversion has been adjusted to exclude these one-off items. The cash impact of adjusting items primarily relates to exceptional restructuring costs in both years.

MAP23

In 2019, the Group introduced its Margin Acceleration Plan (MAP22) which targeted an Adjusted EBITDA margin of at least 20% by 2022, excluding the benefit of IFRS 16. Due to the impact of Covid, the Group has now re-assessed its three-year plan and in January 2021 announced "MAP23" under which the Group would raise Group Adjusted EBITDA margins to 23% (including the impact of IFRS 16) by 2023, while increasing revenues to £45m.

Financing and bank covenants

During the first half of 2020, with great uncertainty around trading and cash flows, the Group agreed a temporary alteration in the terms of its revolving credit facility of £25m. Until September 2021, it was agreed that the facility would be limited to £10m but with a waiving of leverage/interest cover covenants. The waiver was subject to a minimum liquidity test of £3m combining the £10m revolving credit facility limit and the Group's £1.7m overdraft facility.

On 16 March 2021, the Group signed a new revolving credit facility with NatWest that replaces the £25m facility signed with NatWest and Lloyds in 2018. The new facility is for up to £10m and a three-year duration with the option of two further one-year periods. The covenants regarding leverage and interest cover are identical to those of the facility it replaces.

Balance sheet

	2020 £m	2019 £m
Goodwill and other intangible assets	46.1	61.2
Property, plant and equipment	3.3	4.3
Deferred taxation	2.2	1.0
Deferred income	(7.0)	(8.7)
Other current assets and liabilities	(4.8)	(4.2)
Non-current assets and liabilities	(0.9)	(1.8)
Net assets before cash	38.9	51.8
Net cash	8.3	9.3
Net assets	47.2	61.1

In 2020, goodwill and other intangibles have fallen by £15.1m primarily due to the impact of terminating operations at the MarketMakers telemarketing business and the related impairment and elimination of £11.0m of goodwill. Property, plant and equipment has fallen by £1.0m primarily due to the disposal of the MarketMakers' right-of-use asset pertaining to its offices in Portsmouth following the closure of that business. Deferred income has fallen by £1.7m primarily due to the closure of the MarketMakers telemarketing business in 2020. Xeim deferred income is flat year on year with strong growth in deferred income for training offset by lower levels of premium content at Fashion Monitor, Influencer Intelligence and Econsultancy. The Lawyer's deferred income levels have fallen slightly due to the impact of event cancellations and deferrals.

Going concern

After due consideration, as required under IAS 1 Presentation of Financial Information, including consideration of the Group's net current liability position, 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 2020. As detailed under the Risk Management section, the Directors have assessed the viability of the Group over a three-year period to March 2024 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 performed robustly in 2020 despite unprecedented external circumstances. The resilience of our brands, combined with our cost-cutting initiatives, management action to address MarketMakers, and our strong cash balance mean that we are well-set to achieve the targets set out in our MAP23 strategy.

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, after the impact of IFRS 16 to remove property rental charges.
Adjusted EBITDA margin	Adjusted EBITDA as a percentage of revenue.
Adjusted effective tax rate	Adjusted tax charge as a percentage of Adjusted profit before tax.
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 profit/(loss)	Operating profit/(loss) excluding Adjusting items.
Adjusted profit before tax	Profit before tax excluding Adjusting items.
Cash conversion	Adjusted operating cash flow (excluding any one-off significant cash flows) / Adjusted EBITDA (including discontinued operations).
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.
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.

Principal risks

The Group's risk register currently includes operational and strategic risks. The principal risks faced by the Group in 2020, 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 27 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 pandemic and UK GDP fell 18.3% in April 2020, recovering to a 9.9% fall for the whole of 2020. This, combined with the end of the transition deal with the EU at the end of 2020, has significantly increased the Group's sensitivity to UK/sector volatility and economic conditions. The impact was acute on some of Centaur's target market segments eg fashion and retail and entertainment. The likelihood of ongoing volatility will be high in 2021 and there are varying views as to the timing and extent of a recovery.	Most of the risk impacts Centaur from our customers. We have demonstrated we can mitigate the risk by increased digitalisation, running virtual events and offering more e-learning. Part of the strategic plan for Centaur is to increase international organic growth in the mid to longer term, focusing on the US and Asia in particular, in order 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 the UK, including specific risks such as Covid, and the main sectors in which it operates 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 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 "millennial" workforce engaged and enabled us to cope well with the transition to homeworking. High staff churn (a challenge for many companies in our sector) has not been an issue during 2020 but we will need to keep our policies and practices under review as and when a return to the office becomes a reality. 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. This has included CEO Breakfasts, Weekly Updates, Local Town Halls, monthly all Company Q&A sessions, staff welfare calls. We regularly review measures aimed at improving our ability to recruit and retain employees and to track employee engagement. Weekly "check-ins" via Engage ensure we have a "mood" of the business and an understanding of any key risks or challenges as they arise. Our employee engagement team, DICE,  focus on Diversity, Inclusion, Culture and Engagement along with other key issues and opportunities that can challenge the business played an important role this year in driving forward initiatives relating to diversity, sending regular communications and arranging virtual social functions and events. This is sponsored by the CEO and a Non-Executive Director. A review takes place annually to ensure 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 processes include exit interviews for all leavers to resolve areas of concern.	The Board considers this risk to be broadly the same as for the prior year.
3	Fraudulent or accidental breach of our security, or ineffective operation of IT and data management systems leads to loss, theft or misuse of personal data or confidential information or other breach of data protection requirements.	A serious occurrence of a loss, theft or misuse of personal data or sensitive or confidential information could result in reputational damage, a breach of data protection requirements or direct financial impact. See risk 4: GDPR, PECR below. Centaur collects and processes personal data and confidential information from some of its customers, users and other third parties. Centaur is at risk from a serious occurrence of a loss, theft or misuse of personal data or confidential information on our software/hardware due to the actions of a Centaur employee, partner or third party.	Appropriate IT security is undertaken for all key processes to keep the IT environment safe. Websites are hosted by specialist third-party providers who provide warranties relating to security standards. All of our websites have been migrated onto a new and more secure platform which is cloud hosted. External access to data is protected and staff are instructed to password protect or encrypt where appropriate. Following the simplification of the Group in 2019, the data team has simplified the warehouse structure with stringent data retention processes. The Group Head of Data ensures that rigorous controls are in place so that only the data team can download warehouse data. Cross-system data integrations are all performed under secure transfer protocols. Centaur has a business continuity plan which includes its IT systems and there is daily, overnight back-up of data, stored off-site. Please see risk 4 below for specifics relating to the GDPR compliance/data.	The Board considers this risk to be broadly the same as the prior year.
4	Regulatory; GDPR, PECR and other similar legislation involve strict requirements regarding how Centaur handles personal data, including that of customers and the risk of a fine from the ICO, third party claims (eg from customers) 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 how they conduct electronic marketing calls, emails, texts, and on their use of cookies and similar technologies, among other things. In the event of a serious breach of the data legislation, 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 (e.g. USA) and jurisdictions worldwide are also reviewing and updating 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.	Centaur has taken a wide range of measures aimed at complying with the key aspects of the GDPR, DPA and PECR. In March 2020, a Data Protection Compliance Committee was formed (overseen by the CFO) in order to monitor Centaur's ongoing compliance with these data protection laws. ICO guidance relating to the use of cookies published in 2019, and further changes to the laws relating to data privacy, ad tech and electronic marketing expected in the near future, will further increase the regulatory burden for businesses like Centaur, and the requirements in this regard will need to be kept under review. Staff are required to undertake online data protection awareness and data security awareness training annually. Centaur's in-house lawyer keeps abreast of material developments in data protection law and regulation and advice from external  specialist 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 should be kept under review. In 2020, Centaur implemented various measures to mitigate against risk in respect of the CCPA, a new Californian privacy law, and also appointed an 'EU representative' under the GDPR ahead of Brexit.	The Board considers this risk to be broadly the same as the prior year.
5	Serious systems failure (affecting core systems and multiple products or functions) or breach of IT network security (as a result of a deliberate cyber-attack or unintentional event).	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. This could result from deliberate cyber-attacks or unintentional events and may include third parties gaining unauthorised access to Centaur's IT network and systems resulting in misappropriation of its financial assets, proprietary or sensitive information, corruption of data, or operational disruption, such as unavailability of our websites and our digital products to users or unavailability of support platforms. If Centaur suffers a serious cyber-attack, whether as a result of a third party or insider, any operational disruption may directly affect our revenues or collection activities. Centaur could incur significant costs and suffer other negative consequences, 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). Centaur could also suffer reputational damage and loss of investor confidence resulting from any operational disruption.	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, ecommerce and finance systems and following the divestments in 2019 has removed a number of legacy systems reducing the Group's cyber risk. Our IT and information security-related policies were upgraded in 2018 to further ensure our staff understand their responsibilities in relation to IT and information security and are accountable for their compliance with our policies.   We review these policies at least once annually to ensure that they remain fit for purpose. Centaur has also implemented a number of security improvements to better protect and monitor our network, systems and data. All employees are required to undertake online training on data security awareness and data protection awareness annually. We have taken additional insurance cover in respect of a serious failure of IT network security controls.	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 2024, 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 Company will be able to continue in operation and meet its liabilities as they fall due over the period to March 2024.

The Board has determined that the three-year period to March 2024 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 new £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 are a maximum interest cover ratio of 4 and net leverage shall not exceed the last twelve months' Adjusted EBITDA, excluding the impact of IFRS 16, by more than 2.5 times. In none of the scenarios run for the viability statement is the Group expected to breach any of these covenants.

The base scenario assumes that the Group's MAP23 targets are met. These targets were built, bottom-up during 2020 once the impact of Covid had become clear. The Group's events and recruitment advertising revenues have been hardest hit by the pandemic and this impact has been factored into MAP23, including the conservative assumption that no revenue will be realised from physical events in 2022. Revenue growth in MAP23 is therefore focused on continued growth in the Mini MBA, albeit at a lower growth rate than its historical trend, and improvements in premium content revenue from the rest of the Flagship 4 brands.

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 assumption sensitised included a scenario under which the Group's forecast Adjusted EBITDA dropped by approximately 30%. In this scenario, the impact is more severe with new virtual event formats being less successful than the base case and Mini MBA growth significantly below historical trends. Premium content billings growth would be weaker in this scenario and working capital generation is also assumed to be less strong.

Under no sensitised circumstances would the Group be required to rely on the revolving credit facility to fund its daily operations. Sensitising the model for changes in the assumptions and risks affirmed that the Group would remain viable over the three-year period to March 2024.

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. Under that law the Directors have prepared the Group financial information in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Company financial information in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 IFRSs as adopted by the European Union have been followed for the Group financial information and IFRSs as adopted by the European Union 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 and, as regards the Group financial information, Article 4 of the IAS Regulation.

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 IFRSs as adopted by the European Union, 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 IFRSs as adopted by the European Union, 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 2020

	Note	Adjusted Results1 2020 £m	Adjusting Items1 2020 £m	Statutory Results 2020 £m	Re-presented2 Adjusted Results1 2019 £m	Re-presented2 Adjusting Items1 2019 £m	Re-presented2 Statutory Results 2019 £m
Continuing operations
Revenue	2	32.4	-	32.4	39.6	-	39.6
Other operating income	2	-	-	-	1.6	-	1.6
Net operating expenses	3	(32.4)	(2.3)	(34.7)	(42.4)	(6.6)	(49.0)
Operating profit / (loss)		-	(2.3)	(2.3)	(1.2)	(6.6)	(7.8)
Finance costs	6	(0.3)	-	(0.3)	(0.3)	-	(0.3)
Loss before tax		(0.3)	(2.3)	(2.6)	(1.5)	(6.6)	(8.1)
Taxation	7	0.6	0.3	0.9	(0.5)	1.1	0.6
Profit / (loss) for the period from continuing operations	9	0.3	(2.0)	(1.7)	(2.0)	(5.5)	(7.5)
Discontinued operations
Profit / (loss) for the year from discontinued operations after tax	8,14	0.1	(12.8)	(12.7)	2.4	7.0	9.4
Profit / (loss) for the year attributable to owners of the parent after tax		0.4	(14.8)	(14.4)	0.4	1.5	1.9
Total comprehensive income / (loss) attributable to owners of the parent		0.4	(14.8)	(14.4)	0.4	1.5	1.9
Earnings / (loss) per share attributable to owners of the parent	9
Basic from continuing operations		0.2p	(1.4p)	(1.2p)	(1.4p)	(3.9p)	(5.3p)
Basic from discontinued operations		0.1p	(8.9p)	(8.8p)	1.7p	4.9p	6.6p
Basic from profit / (loss) for the year		0.3p	(10.3p)	(10.0p)	0.3p	1.0p	1.3p
Fully diluted from continuing operations		0.2p	(1.4p)	(1.2p)	(1.4p)	(3.9p)	(5.3p)
Fully diluted from discontinued operations		0.1p	(8.9p)	(8.8p)	1.7p	4.9p	6.6p
Fully diluted from profit / (loss) for the year		0.3p	(10.3p)	(10.0p)	0.3p	1.0p	1.3p

¹ Adjusted results exclude adjusting items, as detailed in note 1 (b)
² See note 1 (a) for description of the prior year re-presentation

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2020

Attributable to owners of the Company

	Note	Share capital £m	Own shares £m	Share premium £m	Reserve for shares to be issued £m	Deferred shares £m	Foreign currency reserve  m	Retained earnings £m	Total equity £m
At 1 January 2019		15.1	(6.9)	1.1	1.8	0.1	-	55.5	66.7
Profit for the year and total comprehensive income		-	-	-	-	-	-	1.9	1.9
Transactions with owners in their capacity as owners:
Dividends	25	-	-	-	-	-	-	(7.1)	(7.1)
Acquisition of treasury shares	23	-	(0.6)	-	-	-	-	-	(0.6)
Exercise of share awards	24	-	0.3	-	(0.1)	-	-	(0.2)	-
Fair value of employee services	24	-	-	-	0.1	-	-	-	0.1
Foreign currency on translation		-	-	-	-	-	0.1	-	0.1
As at 31 December 2019		15.1	(7.2)	1.1	1.8	0.1	0.1	50.1	61.1
Loss for the year and total comprehensive loss		-	-	-	-	-	-	(14.4)	(14.4)
Transactions with owners in their capacity as owners:
Exercise of share awards	24	-	1.3	-	(0.7)	-	-	(0.6)	-
Fair value of employee services	24	-	-	-	0.5	-	-	-	0.5
Lapsed share awards	23	-	-	-	(1.0)	-	-	1.0	-
As at 31 December 2020		15.1	(5.9)	1.1	0.6	0.1	0.1	36.1	47.2

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2020

Attributable to owners of the Company

	Note	Share capital £m	Own shares £m	Share premium £m	Reserve for shares to be issued £m	Deferred shares £m	Retained earnings £m	Total equity £m
At 1 January 2019		15.1	(6.3)	1.1	1.8	0.1	63.4	75.2
Loss for the year and total comprehensive loss		-	-	-	-	-	(40.2)	(40.2)
Transactions with owners in their capacity as owners:
Dividends	25	-	-	-	-	-	(7.1)	(7.1)
Exercise of share awards	24	-	-	-	(0.1)	-	(0.1)	(0.2)
Fair value of employee services	24	-	-	-	0.1	-	-	0.1
As at 31 December 2019		15.1	(6.3)	1.1	1.8	0.1	16.0	27.8
Profit for the year and total comprehensive income		-	-	-	-	-	12.2	12.2
Transactions with owners in their capacity as owners:
Transfer of treasury shares	23	-	2.2	-	-	-	(1.6)	0.6
Exercise of share awards	24	-	-	-	(0.7)	-	0.2	(0.5)
Fair value of employee services	24	-	-	-	0.5	-	-	0.5
Lapsed share awards	23	-	-	-	(1.0)	-	1.0	-
As at 31 December 2020		15.1	(4.1)	1.1	0.6	0.1	27.8	40.6

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2020

Registered number 04948078

	Note	31 December 2020 £m	Restated2 31 December 2019 £m
Non-current assets
Goodwill	10	41.2	52.2
Other intangible assets	11	4.9	9.0
Property, plant and equipment	12	3.3	4.3
Deferred tax assets	15	2.4	1.4
Other receivables	16	0.5	0.5
		52.3	67.4
Current assets
Trade and other receivables	16	5.8	10.3
Cash and cash equivalents	17	8.3	9.3
Current tax assets	21	0.2	0.1
		14.3	19.7
Total assets		66.6	87.1
Current liabilities
Trade and other payables	18	(8.8)	(12.5)
Lease liabilities	19	(2.0)	(2.1)
Deferred income	20	(7.0)	(8.7)
		(17.8)	(23.3)
Net current liabilities		(3.5)	(3.6)
Non-current liabilities
Lease liabilities	19	(1.4)	(2.2)
Provisions	22	-	(0.1)
Deferred tax liabilities	15	(0.2)	(0.4)
		(1.6)	(2.7)
Net assets		47.2	61.1
Capital and reserves attributable to owners of the Company
Share capital	23	15.1	15.1
Own shares		(5.9)	(7.2)
Share premium		1.1	1.1
Other reserves		0.7	1.9
Foreign currency reserve		0.1	0.1
Retained earnings		36.1	50.1
Total equity		47.2	61.1

² See note 1 (a) for description of prior year restatement

COMPANY STATEMENT OF FINANCIAL POSITION

as at 31 December 2020

Registered number 04948078

	Note	31 December 2020 £m	Restated2 31 December 2019 £m
Non-current assets
Investments	13	65.0	90.1
Deferred tax assets		0.1	0.1
Other receivables	16	0.2	0.3
		65.3	90.5
Current assets
Trade and other receivables	16	35.7	0.7
		35.7	0.7
Total assets		101.0	91.2
Current liabilities
Trade and other payables	18	(60.4)	(63.4)
Net current liabilities		(24.7)	(62.7)
Net assets		40.6	27.8
Capital and reserves attributable to owners of the Company
Share capital	23	15.1	15.1
Own shares		(4.1)	(6.3)
Share premium		1.1	1.1
Other reserves		0.7	1.9
Retained earnings		27.8	16.0
Total equity		40.6	27.8

² See note 1 (a) for description of prior year restatement

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 profit for the year of £12.2m (2019: loss of £40.2m) includes an impairment of £25.4m (2019: £35.7m) (note 13) and dividends received from the Company's subsidiary Centaur Communications Limited of £40.0m (2019: £nil) (note 30). No dividends were paid in the year (2019: £7.1m). The other movements in retained earnings are shown in the Company's Statement of Changes in Equity.

 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2020

	Note	Year ended 31 December 2020 £m	Year ended 31 December 2019 £m
Cash flows from operating activities
Cash generated from operations	26	2.1	4.6
Tax refund		-	0.1
Net cash generated from operating activities		2.1	4.7
Cash flows from investing activities
Cash consideration received on disposal of subsidiaries less cash and cash equivalents disposed of	14	-	18.7
Directly attributable costs of disposal of subsidiaries	14	(0.1)	(2.3)
Proceeds from disposal of intangible assets	11	0.1	-
Purchase of property, plant and equipment	12	(0.2)	(0.2)
Purchase of intangible assets	11	(0.6)	(1.4)
Acquisition of subsidiary	22	-	(0.1)
Net cash flows (used in) / generated from investing activities		(0.8)	14.7
Cash flows from financing activities
Payment for shares bought back	23	-	(0.6)
Interest paid	6	(0.2)	(0.2)
Repayment of obligations under lease arrangements	19	(1.9)	(2.3)
Termination of finance lease	19	(0.2)	-
Dividends paid to Company's shareholders	25	-	(7.1)
Proceeds from borrowings	27	-	2.8
Repayment of borrowings	27	-	(2.8)
Net cash flows used in financing activities		(2.3)	(10.2)
Net (decrease) / increase in cash and cash equivalents		(1.0)	9.2
Cash and cash equivalents at beginning of the year		9.3	0.1
Cash and cash equivalents at end of year	17	8.3	9.3

COMPANY CASH FLOW STATEMENT

for the year ended 31 December 2020

	Note	Year ended 31 December 2020 £m	Year ended 31 December 2019 £m
Cash flows from operating activities
Cash generated from operating activities	26	0.2	7.3
Cash flows from investing activities
Net cash flows used in investing activities		-	-
Cash flows from financing activities
Interest paid	6	(0.2)	(0.2)
Dividends paid to Company's shareholders	25	-	(7.1)
Proceeds from borrowings	27	-	2.8
Repayment of borrowings	27	-	(2.8)
Net cash flows used in financing activities		(0.2)	(7.3)
Net increase in cash and cash equivalents		-	-
Cash and cash equivalents at beginning of the year		-	-
Cash and cash equivalents at end of year	17	-	-

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 is for the Group consisting of Centaur Media Plc and its subsidiaries, and the Company, Centaur Media Plc. Centaur Media Plc is a public company limited by shares and incorporated in England and Wales.

(a) Basis of preparation

The financial information in this preliminary announcement has been extracted from the audited Group Financial Statements for the year ended 31 December 2020 and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group Financial Statements for 2019 were delivered to the registrar of companies, and those for 2020 will be delivered in due course. The auditor's report on the Group Financial Statements for 2019 and 2020 were both unqualified and unmodified. The auditors' report was signed on 16 March 2021. The Group Financial Statements and this preliminary announcement were approved by the Board of Directors on 16 March 2021.

The consolidated and Company financial information has been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union and IFRS Interpretations Committee ('IFRS IC') and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial information has been prepared on a historical cost basis except where stated otherwise within the accounting policies.

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 these financial information and for the foreseeable future, being the period as discussed in the viability statement.

Net cash (see note 1 (b)) at 31 December 2020 amounted to £8.3m (2019: £9.3m). In November 2018, the Group renewed its £25m multi-currency revolving credit facility with NatWest and Lloyds, which was due to run to November 2021. None of this was drawn down at 31 December 2020. Our cash conversion rate for the year was 100% (2019: 100%). On 16 March 2021, the Group signed a new multi-currency revolving credit facility with NatWest that replaced the £25m facility signed with NatWest and Lloyds in 2018. The new revolving credit 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. The facility runs to March 2024 with the option to extend for two periods of one year each. The covenants regarding leverage and interest cover are identical to those of the facility it replaces.

The Group has net current liabilities at 31 December 2020 amounting to £3.5m (2019: £3.6m). In both the current and prior year these 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, as deferred income will not result in a cash outflow. 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 2020 amounting to £24.7m (2019: £62.7m). In the prior year, these almost entirely arise from unsecured payables to subsidiaries which have no fixed date of repayment. In the current year, net current liabilities are lower due to an increase in receivables from subsidiaries arising from the declaration of a dividend from the Company's subsidiary Centaur Communications Limited.

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's viability over a three-year period to March 2024, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing its consolidated financial information.

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 2020 affected any of the amounts recognised in the current year or any prior year and is not likely to affect future periods.

New standards and interpretations not yet adopted

There are no standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Prior year re-presentation and restatements

i) Discontinued operations

Where the requirements of IFRS 5 have been met, the operational results of subsidiaries disposed of have been presented in discontinued operations in the current period and re-presented to discontinued in the comparative period. See notes 8 and 14 for more details.

ii) Correction of prior period accounting errors

A restatement has been made to prior year comparatives for the value of disposals of software which are presented in other intangible assets on the face of the consolidated statement of financial position. The restatement is in respect of a £0.6m gross up of the cost and accumulated amortisation of software assets with a £nil net book value that were disposed during 2019. The restatement has been reflected in note 11. As the restatement is of the same value in both cost and accumulated amortisation, there is no impact to the gain or loss on disposal reported within the consolidated statement of comprehensive income. There is also no impact to the balance of other intangible assets reported on the face of the consolidated statement of financial position. This was identified after the authorisation of the 2019 Annual Report and therefore the balances are being retrospectively restated. This restatement has no impact to periods prior to 2019.

iii) Correction of prior period presentation errors

A restatement has been made to the prior year comparatives to split other receivables between those due within one year and those due after one year. The restatement decreased other receivables in current assets by £0.5m for the Group and £0.3m for the Company and increased the non-current assets by the same amount as detailed in note 16. On the face of the statement of financial position, trade and other receivables has reduced under current assets and other receivables has been added under non-current assets.

Comparative numbers

Certain prior year comparatives have been updated to reflect current year disclosures.

(b) Presentation of non-statutory measures

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

Adjusted operating profit and adjusted earnings per share

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

Adjustments are made in respect of:

· Exceptional items - the Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its magnitude, is material and likely to be non-recurring in nature so as to assist the user of the financial information to better understand the results of the core operations of the Group. Details of exceptional items are shown in note 4.

· Amortisation of acquired intangible assets - the amortisation charge for those intangible assets recognised on business combinations is excluded from the adjusted results of the Group since they are non-cash charges arising from investment activities. As such, they are not considered reflective of the core trading performance of the Group. Details of amortisation of intangible assets are shown in note 11.

· Share-based payments - share-based payment expenses or credits are excluded from the adjusted results of the Group as the Directors believe that the volatility of these charges can distort the user's view of the core trading performance of the Group. Details of share-based payments are shown in note 24.

· Impairment of goodwill - the Directors believe that non-cash impairment charges in relation to goodwill are triggered by factors external to the core trading of the business, and therefore exclude any such charges from the adjusted results of the Group. Previous impairment charges were presented as exceptional items. Details of the goodwill impairment analysis are shown in note 10.

· Profit or loss on disposal of assets or subsidiaries - profit or loss on disposals of businesses are excluded from adjusted results of the Group as they are unrelated to core trading and can distort a user's understanding of the performance of the Group due to their infrequent and volatile nature. See note 4.

· Other separately reported items - certain other items are excluded from adjusted results where they are considered large or unusual enough to distort the comparability of core trading results year on year. Details of these separately disclosed items are shown in note 4.

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

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

Loss before tax reconciles to adjusted operating profit / (loss) as follows:

		Note	2020 £m	Re-presented2 2019 £m
Loss before tax			(2.6)	(8.1)
Adjusting items
Exceptional operating costs		4	0.2	4.7
Amortisation of acquired intangible assets		11	1.5	1.7
Share-based payment expense		24	0.5	0.1
Loss on disposal intangible assets		11	0.1	-
Loss on disposal of subsidiary (Venture Business Research Limited)		14	-	0.1
Adjusted loss before tax			(0.3)	(1.5)
Finance costs		6	0.3	0.3
Adjusted operating profit / (loss)			-	(1.2)

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

Adjusted operating cash flow

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

		Note	2020 £m	2019 £m
Reported cash flow from operating activities		26	2.1	4.6
Adjusting items from operations			1.0	4.8
Working capital impact of adjusting items from operations			3.4	(2.1)
Adjusted operating cash flow			6.5	7.3
Capital expenditure			(0.8)	(1.6)
Post capital expenditure cash flow			5.7	5.7

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.

Statutory revenue growth reconciles to underlying revenue growth as follows:

	Xeim £m	The Lawyer £m	Total £m
Reported revenue 2019	31.4	8.2	39.6
Disposed business - Venture Business Research ('VBR')	-	(0.1)	(0.1)
Closed event - Marketing Week Live	(1.1)	-	(1.1)
Underlying revenue 2019	30.3	8.1	38.4
Reported revenue 2020	26.0	6.4	32.4
Underlying revenue 2020	26.0	6.4	32.4
Reported revenue growth	(17)%	(22)%	(18)%
Underlying revenue growth	(14)%	(21)%	(16)%

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	2020 £m	Re-presented2 2019 £m
Adjusted operating profit / (loss) (as above)			-	(1.2)
Depreciation of property, plant and equipment		12	2.0	2.0
Impairment of property, plant and equipment		12	-	0.4
Amortisation of computer software		11	1.8	2.5
Impairment of computer software		11	-	0.3
Adjusted EBITDA			3.8	4.0

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

Net cash/(debt)

Net cash/(debt) is not a measure defined by IFRS. Net cash/(debt) is calculated as cash 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. Net cash consists entirely of cash and cash equivalents as overdrafts and bank borrowings are £nil as at 31 December 2020 (2019: £nil). Refer to note 17.

(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. In the statement of comprehensive income, the results of subsidiaries for which control has ceased are presented separately as discontinued operations in the year in which they have been disposed of and in the comparative year.

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.

(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 13, 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 date of that statement of financial position;

· 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 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 Centaur 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, marketing services, training and advisory, events, marketing solutions, recruitment advertising, and telemarketing services 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 balance 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.

Additionally, in the current year, deferred income held in a subsidiary at the point of its disposal will not have been recognised in revenue for the Group for the year.

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.

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.

 

Training and Advisory

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

Events

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

Marketing Solutions

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

Recruitment Advertising

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

Telemarketing Services

Revenue from telemarketing services is deferred and recognised over the period that the service is delivered, generally according to the number of hours expended as a proportion of the total hours contracted. In general, the Group bills customers for telemarketing services in advance. All revenue from telemarketing services ceased during the year following the closure of the MarketMakers' telemarketing business in August 2020 and is therefore presented within discontinued operations.

 (f) Other operating income

Other operating income includes income from all other operating activities which are not related to the principal activities of the Group.

Included in other operating income is rental income and transitional services agreement income.

Rental income is for the sub-lease of properties under lease, which is recognised on a straight-line basis over the lease term using the exemption available for short-term leases under IFRS 16, see note 1(j). All arrangements in which the Group sub-leased properties under lease ceased during the prior year.

Transitional services agreement income relates to services provided to the buyers of the Group companies disposed of during 2019, which is recognised at the point in time at which the service is delivered. The costs associated with this income are included within net operating expenses on the consolidated statement of comprehensive income. All transitional services agreements ceased during the prior year.

(g) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. Government grants are recognised in the profit or loss and deducted from the related expense within net operating expenses in the consolidated statement of comprehensive income. Note 3 provides further information on how the Group accounts for government grants.

(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 balance 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, in which case the deferred tax is recognised in other comprehensive income.

(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 12.

The lease liability is initially measured at the present value of the lease payments using the rate implicit in the lease or, where that cannot be readily determined, the incremental borrowing rate. 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.

Lessor accounting

The Group had contracts for the sub-lease of areas of its Wells Street property lease. These arrangements were exempt from the requirements of IFRS 16 under the short-term lease exemption as they all had a lease term of under twelve months from the date of transition. As such, the income derived from these sub-leasing arrangements is recognised on a straight-line basis and is presented in the consolidated statement of comprehensive income in 'other operating income'. All arrangements in which the Group acted as a lessor ceased during the prior year.

(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) Inventories

Inventories are stated at the lower of cost and net realisable value. Work in progress comprises costs incurred relating to publications and exhibitions prior to the publication date or the date of the event. Cost is measured as all costs of purchase and other costs incurred in bringing the inventories to their present location and condition.

(m) 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:

Leasehold improvements	- 10 years or the expected length of the lease if shorter
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.

(n) 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. 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.

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, customer relationships and non-compete arrangements

Separately acquired brands and publishing rights are shown at historical cost. Brands and publishing rights, customer relationships and non-compete arrangements 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

(o) 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 a number of equity-settled share-based compensation plans for its employees. The fair value of the share-based compensation expense is estimated using either a Monte Carlo or Black-Scholes option pricing model and is recognised in the consolidated statement of comprehensive income over the vesting period with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the awards granted:

· Including any market performance conditions;

· Excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets, cash flow performance and remaining an employee of the entity over a specified time period); and

· Including the impact of any non-vesting conditions (for example, the requirement for employees to save).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting year, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement of comprehensive income, with a corresponding adjustment to equity. The Company issues new shares or transfers shares from treasury shares to settle share-based compensation awards.

The award by the Company of share-based compensation 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.

(p) 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.

(q) 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 Centaur Employees' Benefit Trust are disclosed as treasury shares and deducted from contributed equity.

(ii) Own shares

Own shares consist of treasury shares and shares held within an employee benefit trust. The Company has an employee benefit trust for the granting of shares to applicable employees.

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 difference between the sale proceeds and the original cost being taken to retained earnings. No gain or loss is recognised in the financial information on transactions in treasury shares.

(r) 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.

(s) 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.

(t) 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 balance date. These are classified as non-current assets. The Group's financial assets comprise trade and other receivables 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) Cash and cash equivalents

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

 (iv) Financial liabilities

Debt and trade 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 income.

(v) Trade payables

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

(vi) 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.

(vii) Receivables from and payables to subsidiaries

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

(u) 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. The areas where assumptions and estimates are significant to the consolidated financial information are as follows:

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

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

Intangible assets arising on business combinations are identified based on the Group's understanding of the acquired business and previous experience of similar businesses. Consistent methods of valuation for similar types of intangible asset are applied where possible and appropriate, using information reviewed at Board level where available. Discount rates applied in calculating the values of intangible assets arising on the acquisition of subsidiaries are calculated specifically for each acquisition and adjusted to reflect the respective risk profile of each individual asset based on the Group's past experience of similar assets.

(ii) Recoverability of trade receivables estimate

The allowance for expected lifetime credit losses for trade receivables is calculated in line with IFRS 9. This is established by considering on a discounted basis the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying the 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. Further details about trade receivables are included in note 16 and information about the credit risk and expected lifetime credit losses are shown in note 27.

(iii) Share-based payments estimate

The fair value of the share-based compensation expense recognised in the consolidated statement of comprehensive income requires the use of estimates. Details regarding the determination of fair value of these costs are set out in note 1(o)(ii).

(iv) Valuation of intangibles estimate

Intangibles assets acquired in a business combination are required to be recognised separately from goodwill and amortised over their useful life. The Group has separately recognised computer software, brands and customer relationships in the acquisitions made (see note 11).

The fair value of these acquired intangibles is based on valuation techniques that require inputs based on assumptions about the future and estimates related to current market conditions.

The Group also makes assumptions about the useful life of the acquired intangibles as outlined in note 1(n)(iv).

(v) Deferred tax judgement and estimate

The calculation of deferred tax assets and liabilities requires judgement. Where the ultimate tax treatment is uncertain, the Group recognises deferred tax assets and liabilities based on an estimate of future taxable income and recoverability. Where a change in circumstances occurs, or the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax balances in the year in which that change, or outcome, is known. The accounting policy regarding deferred tax is set out above in note 1(i).

(vi) 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 items, 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.

(vii) IFRS 16 reassessment of lease term judgement

Leases are required to be recognised at the present value of the lease payments not yet paid for the duration of the lease term. The lease term is defined by IFRS 16 as the non-cancellable period of the lease, and any period covered by an option to extend or terminate that the lessee is reasonably certain to exercise. The assessment of the lease term requires judgement when considering the option to extend or terminate in a contract.

During the year, one of the Group's property leases has been remeasured upon reassessment of the lease term, where a judgement has been taken that an option to extend will be exercised. The remeasurement of the lease, and the corresponding adjustment to the ROU asset are presented in notes 19 and 12 respectively.

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, marketing services, training and advisory, events, marketing solutions and recruitment advertising. Overhead costs are allocated to these segments on an appropriate basis, depending on the nature of the costs, including in proportion to 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 comprise trade payables, accruals and deferred income.

Corporate assets and liabilities primarily comprise property, plant and equipment, intangible assets, current and deferred tax balances, cash and cash equivalents, borrowings and lease liabilities.

Capital expenditure comprises additions to property, plant and equipment, intangible assets and includes additions resulting from acquisitions through business combinations.

2020	Note	Xeim £m	The Lawyer £m	Core operations £m	Central £m	Continuing operations £m	Discontinued operations £m	Group £m
Revenue		26.0	6.4	32.4	-	32.4	3.6	36.0
Other operating income		-	-	-	-	-	-	-
Adjusted operating profit / (loss)	1 (b)	1.9	1.4	3.3	(3.3)	-	-	-
Exceptional operating costs	4	(0.2)	(0.1)	(0.3)	0.1	(0.2)	(0.9)	(1.1)
Amortisation of acquired intangibles	11	(1.5)	-	(1.5)	-	(1.5)	(0.4)	(1.9)
Share-based payments	24	(0.3)	-	(0.3)	(0.2)	(0.5)	-	(0.5)
Loss on disposal of assets and liabilities	11	-	-	-	(0.1)	(0.1)	(0.7)	(0.8)
Impermanent of goodwill	10	-	-	-	-	-	(11.0)	(11.0)
Operating (loss) / profit		(0.1)	1.3	1.2	(3.5)	(2.3)	(13.0)	(15.3)
Finance costs	6					(0.3)	-	(0.3)
Loss before tax						(2.6)	(13.0)	(15.6)
Taxation	7					0.9	0.3	1.2
Loss for the year						(1.7)	(12.7)	(14.4)
Segment assets		40.6	17.7	58.3	-	58.3	-	58.3
Corporate assets					8.3	8.3	-	8.3
Consolidated total assets						66.6	-	66.6
Segment liabilities		(13.8)	(3.1)	(16.9)	-	(16.9)	(0.3)	(17.2)
Corporate liabilities					(2.2)	(2.2)	-	(2.2)
Consolidated total liabilities						(19.1)	(0.3)	(19.4)
Other items
Capital expenditure (tangible and intangible assets)		0.2	-	0.2	0.5	0.7	0.1	0.8

Re-presented2 2019	Note	Xeim £m	The Lawyer £m	Core operations £m	Central £m	Continuing operations £m	Discontinued operations £m	Group £m
Revenue		31.4	8.2	39.6	-	39.6	16.3	55.9
Other operating income		-	-	-	1.6	1.6	-	1.6
Adjusted operating profit / (loss)	1 (b)	4.0	2.3	6.3	(7.5)	(1.2)	3.0	1.8
Exceptional operating costs	4	(0.5)	(1.0)	(1.5)	(3.2)	(4.7)	(0.1)	(4.8)
Amortisation of acquired intangibles	11	(1.7)	-	(1.7)	-	(1.7)	(0.8)	(2.5)
Share-based payments	24	-	-	-	(0.1)	(0.1)	-	(0.1)
Loss on disposal of subsidiary	14	-	(0.1)	(0.1)	-	(0.1)	-	(0.1)
Profit on disposal of subsidiaries	14	-	-	-	-	-	7.8	7.8
Operating profit / (loss)		1.8	1.2	3.0	(10.8)	(7.8)	9.9	2.1
Finance costs	6					(0.3)	-	(0.3)
(Loss) / profit before tax						(8.1)	9.9	1.8
Taxation	7					0.6	(0.5)	0.1
(Loss) / profit for the year						(7.5)	9.4	1.9
Segment assets		55.5	18.7	74.2	-	74.2	2.3	76.5
Corporate assets					10.6	10.6	-	10.6
Consolidated total assets						84.8	2.3	87.1
Segment liabilities		(14.8)	(3.8)	(18.6)	-	(18.6)	(2.6)	(21.2)
Corporate liabilities					(4.8)	(4.8)	-	(4.8)
Consolidated total liabilities						(23.4)	(2.6)	(26.0)
Other items
Capital expenditure (tangible and intangible assets)		0.7	0.1	0.8	0.6	1.4	0.1	1.5

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

Supplemental Information

Revenue by Geographical Location 

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

	Xeim 2020 £m	The Lawyer 2020 £m	Total 2020 £m	Re-presented2   Xeim 2019 £m	The Lawyer 2019 £m	Re-presented2 Total 2019 £m
United Kingdom	17.2	5.2	22.4	23.4	6.6	30.0
Europe (excluding United Kingdom)	2.5	0.6	3.1	2.6	0.9	3.5
North America	4.1	0.4	4.5	4.4	0.4	4.8
Rest of world	2.2	0.2	2.4	1.0	0.3	1.3
	26.0	6.4	32.4	31.4	8.2	39.6

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

Substantially all of the Group's net assets are located in the United Kingdom. The Directors therefore consider that the Group currently operates in a single geographical segment, being the United Kingdom.  Refer to note 13 for the location of the Group's subsidiaries.

Revenue by type

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

	Xeim 2020 £m	The Lawyer 2020 £m	Total 2020 £m	Re-presented2 Xeim 2019 £m	The Lawyer 2019 £m	Re-presented2 Total 2019 £m
Premium Content	9.5	3.7	13.2	10.9	3.5	14.4
Marketing Services	2.9	-	2.9	4.3	-	4.3
Training and Advisory	8.5	-	8.5	7.6	-	7.6
Events	1.6	0.9	2.5	4.3	2.1	6.4
Marketing Solutions	3.3	0.9	4.2	3.5	1.1	4.6
Recruitment Advertising	0.2	0.9	1.1	0.8	1.5	2.3
	26.0	6.4	32.4	31.4	8.2	39.6

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

The accounting policies for each of these revenue streams is disclosed in note 1 (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 20. This deferred income is all current and is expected to be recognised as revenue in 2021.

Other operating income

The Group's other operating income from continuing operations by type is as follows:

	2020 £m	2019 £m
Sale of goods and services
Rental income	-	0.8
Transitional services agreement income	-	0.8
	-	1.6

Rental income in the prior year related to the sublease of part of the Group's rented property in London. This property was vacated in December 2019.

Transitional services agreement income in the prior year related to services provided to the buyers of the Group companies disposed of in 2019. All transitional services agreements ceased in 2019.

3 Net operating expenses

Continuing operating profit / (loss) is stated after charging:

	Note	Adjusted Results1 2020 £m	Adjusting Items1 2020 £m	Statutory Results 2020 £m	Re-presented2 Adjusted Results1 2019 £m	Re-presented2 Adjusting Items1 2019 £m	Re-presented2 Statutory Results 2019 £m
Employee benefits expense	5	17.2	0.2	17.4	20.7	3.4	24.1
Government grants		(0.3)	-	(0.3)	-	-	-
Net employee benefits expense		16.9	0.2	17.1	20.7	3.4	24.1
Depreciation of property, plant and equipment	12	2.0	-	2.0	2.0	-	2.0
Impairment of property, plant and equipment	12	-	-	-	0.4	-	0.4
Loss on disposal of assets and liabilities	11,12,19	-	0.1	0.1	-	-	-
Amortisation of intangible assets	11	1.8	1.5	3.3	2.5	1.7	4.2
Impairment of intangible assets	11	-	-	-	0.3	-	0.3
Loss on disposal of subsidiary3	4	-	-	-	-	0.1	0.1
Other exceptional operating costs	4	-	-	-	-	1.3	1.3
Impairment of trade receivables	27	0.3	-	0.3	-	-	-
Share-based payment expense	24	-	0.5	0.5	-	0.1	0.1
IT expenditure		2.5	-	2.5	2.9	-	2.9
Other staff related costs		0.7	-	0.7	2.3	-	2.3
Marketing expenditure		0.7	-	0.7	1.6	-	1.6
Other operating expenses		7.5	-	7.5	9.7	-	9.7
		32.4	2.3	34.7	42.4	6.6	49.0
Cost of sales		10.7	-	10.7	17.1	-	17.1
Distribution costs		0.1	-	0.1	0.1	-	0.1
Administrative expenses		21.6	2.3	23.9	25.2	6.6	31.8
		32.4	2.3	34.7	42.4	6.6	49.0

¹ Adjusted results exclude adjusting items, as detailed in note 1 (b)
² See note 1 (a) for description of the prior year re-presentation

³ Loss on disposal of subsidiary (Venture Business Research Limited)

Government grants

The Group applied for government grants of £0.8m relating to the current year for furloughed employees based at both the London and Portsmouth offices (2019: £nil). This was received in full during the year. Government grants have been deducted from the related employee benefit expenses and presented within net operating expenses in the consolidated statement of comprehensive income.

The government grants in continuing operations is £0.3m (2019: £nil) and in discontinued operations is £0.5m (2019: £nil).

Property costs

Property costs have been grouped in other costs as they are no longer significant following the transition to IFRS16.

Services provided by the Company's auditors

	2020 £'000	2019 £'000
Fees payable to the Company's auditors for the audit of the Company and consolidated financial information	105	-
Fees payable to the Company's predecessor auditors for the audit of the Company and consolidated financial information	31	238
Fees payable to the Company's predecessor auditors and its associates for other services:
The audit of the Company's subsidiaries pursuant to legislation	-	44
Total audit fees	136	282
Audit related assurance services provided by the predecessor auditors	50	22
Total non-audit fees	50	22
Total fees	186	304

Fees payable to the Company's predecessor auditors for the audit of the Company and consolidated financial information include non-recurring fees of £31,000 (2019: £72,000).

Prior year fees payable to the Company's predecessor auditors for the audit of the Company's subsidiaries relates to Market Makers Incorporated Limited and includes £14,000 included in discontinued operations.

4 Adjusting items

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

	Note	2020 £m	Re-presented2 2019 £m
Continuing operations
Exceptional operating costs
Staff related restructuring costs (including external employment advice costs)	5	0.2	2.5
Divestment programme related costs		-	2.2
Exceptional operating costs		0.2	4.7
Amortisation of acquired intangible assets	11	1.5	1.7
Share-based payment expense	24	0.5	0.1
Loss on disposal of assets and liabilities	11,12,19	0.1	-
Loss on disposal of subsidiary	8,14	-	0.1
Adjusting items to profit before tax		2.3	6.6
Tax relating to adjusting items	7	(0.3)	(1.1)
Total adjusting items after tax for continuing operations		2.0	5.5
Discontinued operations
Profit on disposal of subsidiaries	8,14	-	(7.8)
Exceptional costs	8, 22	0.9	0.1
Impairment of goodwill	10	11.0	-
Amortisation of acquired intangible assets	11	0.4	0.8
Loss on disposal of assets and liabilities	11,12,19	0.7	-
Tax relating to adjusting items	7	(0.2)	(0.1)
Total adjusting items after tax for discontinued operations		12.8	(7.0)
Total adjusting items after tax		14.8	(1.5)

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

Exceptional costs

Staff related restructuring costs (including external employment advice costs)

In the current year staff related restructuring costs of £0.8m in discontinued operations related to restructuring of the MarketMakers business and £0.2m in continuing operations related to restructuring parts of the wider Centaur Group due to the adverse impact of Covid. Refer to note 22 for further details.

In the prior year staff related restructuring costs of £2.4m in continuing operations and £0.1m in discontinued operations related to the Group's cost reduction plan following the completion of the divestment programme in 2019. There was also £0.1m of costs related to external employment advice in continuing operations.

Divestment programme related costs

In the prior year, divestment programme related costs included professional fees incurred related to the sales process for The Lawyer of £1.2m and management incentives of £1.0m related to that programme. These management incentives sit in 'Employee benefits expense' in note 3 along with staff related restructuring costs (excluding external employment advice costs).

Other exceptional costs

In the current year, £0.1m in discontinued operations related to the exit of the Portsmouth lease upon cessation of MarketMakers' telemarketing business. Refer to further details in note 22.

Other adjusting items

Other adjusting items relate to the amortisation of acquired intangible assets (see note 11) and share-based payment costs (see note 24) as well as the items discussed below:

Goodwill impairment

An impairment of £11.0m against goodwill relating to the MarketMakers business was recognised in the current year. There were no impairments recognised in the prior year. See note 10 for further details.

Loss on disposal of assets and liabilities

In the current year the loss on disposal of assets and liabilities in continuing operations of £0.1m consists of a  loss on disposal of software assets of £0.1m (see note 11), a loss on disposal of computer equipment of £0.1m (see note 12), a loss on disposal of the MarketMakers ROU asset of £0.1m (see note 12) which represented the proportion of the asset attributable to the continuing Really B2B business, offset by a £0.2m gain on disposal of the corresponding lease liability (see note 19).

The loss on disposal of assets and liabilities in discontinued operations of £0.7m consists of the disposal of intangible assets totalling a net book value of £0.8m (see note 11), with proceeds of disposal of £0.1m creating a loss on disposal of £0.7m (see note 11). Additionally, there is a loss on disposal of computer equipment of £0.1m and the MarketMakers ROU asset of £0.5m (see note 12) which represented the proportion of the asset attributable to the discontinued telemarketing business. This is offset by a £0.6m gain on disposal of the corresponding lease liability (see note 19).

Loss on disposal of subsidiaries

In the prior year the loss on disposal of a subsidiary in continuing operations of £0.1m related to the disposal of Venture Business Research Limited ('VBR'). This is not presented in discontinued operations as it does not represent a separate major line of business and therefore has been included in continuing operations.

The prior year profit on disposal of subsidiaries in discontinued operations related to the subsidiaries sold in the divestment programme in 2019. See note 14 for further details.

 

5 Directors and employees

	Note	2020 Continuing Group £m	2020 Discontinued Group £m	2020 Total Group £m	Re-presented2 2019 Continuing Group £m	Re-presented2 2019 Discontinued Group £m	Re-presented2 2019 Total Group £m	2020 Total Company £m	2019 Total Company £m
Wages and salaries		15.0	3.1	18.1	18.6	7.9	26.5	1.0	1.4
Social security costs		1.6	0.3	1.9	2.4	0.7	3.1	0.1	0.1
Other pension costs		0.6	0.1	0.7	0.7	0.2	0.9	-	0.1
Adjusted staff costs		17.2	3.5	20.7	21.7	8.8	30.5	1.1	1.6
Government grants	3	(0.3)	(0.5)	(0.8)	-	-	-	-	-
Exceptional staff related restructuring costs3	4	0.2	0.8	1.0	2.4	0.1	2.5	-	0.8
Equity-settled share-based payments	24	0.5	-	0.5	0.1	-	0.1	-	0.1
		17.6	3.8	21.4	24.2	8.9	33.1	1.1	2.5

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

³ Excluding external employment advice costs

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

	2020 Group Number	Re-presented2 2019 Group Number	2020 Company Number	2019 Company Number
Xeim	216	255	-	-
The Lawyer	56	52	-	-
Central	10	10	4	4
Discontinued	134	344	-	-
	416	661	4	4

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

The Group's employees are employed and paid by Centaur Communications Limited, a Group company. As the employees provide services to the Company, their costs are recharged, and the relevant disclosures are made in the financial information. The employees relating to discontinued operations were employed and paid by MarketMakers Incorporated Limited.

Key management compensation

		2020 £m	2019 £m
Salaries and short-term employment benefits		1.2	2.9
Termination benefits		-	0.4
Post-employment benefits		0.1	0.1
		1.3	3.4

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

Aggregate Directors' remuneration

		2020 £m	2019 £m
Salaries, fees, bonuses and benefits in kind		0.8	1.8
Termination benefits		-	0.4
Post-employment benefits		-	0.1
		0.8	2.3

Highest paid Director's remuneration

		2020 £m	2019 £m
Salaries, fees, bonuses and benefits in kind		0.4	0.8
Termination benefits		-	0.4
		0.4	1.2

One director and one former director exercised share options during the year (2019: no shares options were exercised). One Director was paid compensation in respect of loss of office during the prior year. Further details of Directors' remuneration are included in the Remuneration Committee Report.

6 Finance costs

	Note	2020 £m	2019 £m
Commitment fees and amortisation of arrangement fee in respect of revolving credit facility		0.2	0.2
Lease interest	19	0.1	0.1
		0.3	0.3

Interest and fees on revolving credit facility

These finance costs are in relation to the £25m revolving credit facility, none of which was drawn down at 31 December 2020 (2019: £nil). As indicated by the consolidated cash flow statement, there were no drawdowns from this facility during the year and all drawdowns in the prior year were also repaid within the prior year. Finance costs in relation to this facility resulted in cash outflows by the Company and Group of £0.2m during the year (2019: £0.2m).

Lease interest

Lease liabilities are recognised for the Group's property lease arrangements. £0.1m of interest on these leases was incurred during the year (2019: £0.1m). Please refer to notes 1 (j) and 19 for further details.

7 Taxation

	Note	2020 Continuing £m	2020 Discontinued £m	2020 Total £m	Re-presented2 2019 Continuing £m	Re-presented2 2019 Discontinued £m	2019 Total £m
Analysis of charge for the year
Current tax	21
UK Corporation Tax		0.1	(0.1)	-	-	0.6	0.6
Overseas tax		-	-	-	-	-	-
		0.1	(0.1)	-	-	0.6	0.6
Deferred tax	15
Current period		(0.7)	(0.2)	(0.9)	(0.7)	-	(0.7)
Adjustments in respect of prior years		(0.3)	-	(0.3)	0.1	(0.1)	-
		(1.0)	(0.2)	(1.2)	(0.6)	(0.1)	(0.7)
Taxation (credit) / charge		(0.9)	(0.3)	(1.2)	(0.6)	0.5	(0.1)

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

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

	2020 Continuing £m	2020 Discontinued £m	2020 Total £m	Re-presented2 2019 Continuing £m	Re-presented2 2019 Discontinued £m	2019 Total £m
(Loss) / profit before tax	(2.6)	(13.0)	(15.6)	(8.1)	9.9	1.8
Tax at the UK rate of corporation tax of 19.0% (2019: 19.0%)	(0.5)	(2.5)	(3.0)	(1.5)	1.9	0.4
Effects of:
Expenses not deductible for tax purposes	0.1	2.1	2.2	0.7	-	0.7
Profit on disposal	-	-	-	-	(1.5)	(1.5)
Effects of changes in tax rate on deferred tax balances	(0.2)	0.1	(0.1)	0.1	-	0.1
Deferred tax adjustment on business disposal	-	-	-	0.1	0.1	0.2
Adjustments in respect of prior years	(0.3)	-	(0.3)	-	-	-
Taxation (credit) / charge	(0.9)	(0.3)	(1.2)	(0.6)	0.5	(0.1)

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

The Finance Act 2020 included legislation to keep the rate of corporation tax at 19% from 1 April 2020 and for financial year 2021. This change had been substantively enacted at the balance date. The government announced on 3 March 2021 that the rate of corporation tax will increase from 19% to 25% from 1 April 2023 for companies with annual taxable profits of over £250,000 but this has not yet been enacted and therefore, the Group's deferred tax balances continue to be recorded at 19%.

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

	2020 Continuing £m	2020 Discontinued £m	2020 Total £m	Re-presented2 2019 Continuing £m	Re-presented2 2019 Discontinued £m	2019 Total £m
Reported tax (credit) / charge	(0.9)	(0.3)	(1.2)	(0.6)	0.5	(0.1)
Effects of:
Amortisation of acquired intangible assets	0.2	0.1	0.3	0.4	0.1	0.5
Exceptional costs	-	0.1	0.1	0.7	-	0.7
Share-based payments	0.1	-	0.1	-	-	-
Adjusted tax (credit) / charge	(0.6)	(0.1)	(0.7)	0.5	0.6	1.1

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

8 Discontinued operations

A significant restructuring of the MarketMakers business was executed during the year following an adverse impact on the performance of the telemarketing business following the onset of Covid. This led to the closure of the MarketMakers' telemarketing business ('MM') in August 2020. MarketMakers' Really brand continues to operate and its performance is reported as part of continuing operations.

A loss on disposal of £0.7m arose on the disposal of assets relating to the MarketMakers' telemarketing business being the difference between the proceeds of disposal and the carrying amount of the net assets. Details of the disposal can be found in note 4.

In the prior year, the Group disposed of the following subsidiaries:

-  Centaur Financial Platforms Limited ('FIN') on 31 March 2019;

-  Centaur Media Travel and Meetings Limited ('T&M') on 30 April 2019;

-  Centaur Human Resources Limited ('HR') on 30 April 2019; and

-  Centaur Engineering Limited ('ENG') on 31 May 2019.

The disposals were affected in line with the Group's strategy to simplify its structure, to improve operational execution and to focus attention on leading brands.

A profit of £7.8m arose on the disposal of these subsidiaries, being the difference between the proceeds of disposals and the carrying amount of the subsidiaries' net assets and attributable goodwill, less transaction costs. Details of these disposals can be found in note 14.

In addition to the above-named subsidiaries, the Group disposed of its Venture Business Research Limited ('VBR') subsidiary in the prior year on 13 May 2019 to an employee of VBR. A loss on disposal of £0.1m arose on this disposal as detailed in note 14. The loss on disposal, as well as the operational results of VBR, were not included in discontinued operations as it did not represent a separate major line of business and these were therefore included in continuing operations.

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

	MM	FIN	T&M	HR	ENG	Total	MM	FIN	T&M	HR	ENG	Total
	For the year ended 31 December 2020						For the year ended 31 December 2019
Statement of comprehensive income	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Revenue	3.6	-	-	-	-	3.6	9.3	2.1	3.8	0.7	0.4	16.3
Expenses	(15.9)	-	-	-	-	(15.9)	(9.9)	(1.1)	(2.2)	(0.6)	(0.4)	(14.2)
(Loss) / profit on disposal	(0.7)	-	-	-	-	(0.7)	-	(0.8)	3.0	3.8	1.8	7.8
(Loss) / profit before tax	(13.0)	-	-	-	-	(13.0)	(0.6)	0.2	4.6	3.9	1.8	9.9
Attributable tax credit / (expense)	0.3	-	-	-	-	0.3	0.1	(0.2)	(0.3)	(0.1)	-	(0.5)
Statutory (loss) / profit after tax	(12.7)	-	-	-	-	(12.7)	(0.5)	-	4.3	3.8	1.8	9.4
Loss / (profit) on disposal	0.7	-	-	-	-	0.7	-	0.8	(3.0)	(3.8)	(1.8)	(7.8)
Exceptional costs	0.9	-	-	-	-	0.9	-	-	-	0.1	-	0.1
Impairment of goodwill	11.0	-	-	-	-	11.0	-	-	-	-	-	-
Amortisation of acquired intangible assets	0.4	-	-	-	-	0.4	0.7	0.1	-	-	-	0.8
Tax relating to adjusting items1	(0.2)	-	-	-	-	(0.2)	(0.1)	-	-	-	-	(0.1)
Total adjusting items1	12.8	-	-	-	-	12.8	0.6	0.9	(3.0)	(3.7)	(1.8)	(7.0)
Adjusted profit1 attributable to discontinued operations after tax	0.1	-	-	-	-	0.1	0.1	0.9	1.3	0.1	-	2.4

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

	MM	FIN		T&M	HR	ENG	Total	MM	FIN	T&M	HR	ENG	Total
	For the year ended 31 December 2020							For the year ended 31 December 2019
Cash flows	£m		£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Operating cash flows	0.3	-		-	-	-	0.3	0.3	0.6	0.3	0.4	0.4	2.0
Investing cash flows	0.1	-		-	-	-	0.1	(0.1)	-	-	-	-	(0.1)
Financing cash flows	(0.4)	-		-	-	-	(0.4)	(0.2)	-	-	-	-	(0.2)
Total cash flows	-	-		-	-	-	-	-	0.6	0.3	0.4	0.4	1.7

The attributable tax expense stated in the table above is derived from the profit of discontinued operations. No income tax expense arose on the profit or loss on disposals.

9 Earnings / (loss) per share

Basic earnings per share ('EPS') is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the year. 1,948,492 (2019: 1,573,134) shares held in the employee benefit trust and 4,550,179 (2019: 6,964,613) shares held in treasury (see note 23) 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 potentially dilutive ordinary shares.  This comprises share options and awards (including those granted under the share save plan) granted to Directors and employees 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 continuing and discontinued basis, as the Directors believe that these measures are more reflective of the underlying performance of the Group. These have been calculated as follows:

	Note	2020 Earnings / (loss) attributable to owners of the parent £m	2020 Weighted average number of shares millions	2020 Earnings / (loss) per share pence	Re-presented2 2019 Earnings / (loss) attributable to owners of the parent £m	Re-presented2 2019 Weighted average number of shares millions	Re-presented2 2019 Earnings / (loss) per share pence
Basic
Continuing operations		(1.7)	144.3	(1.2)	(7.5)	142.8	(5.3)
Continuing and discontinued operations		(14.4)	144.3	(10.0)	1.9	142.8	1.3
Effect of dilutive securities
Options: Continuing operations		-	-	-	-	-	-
Options: Continuing and discontinued operations		-	-	-	-	8.1	-
Diluted
Continuing operations		(1.7)	144.3	(1.2)	(7.5)	142.8	(5.3)
Continuing and discontinued operations		(14.4)	144.3	(10.0)	1.9	150.9	1.3
Adjusted1
Continuing operations
Basic		(1.7)	144.3	(1.2)	(7.5)	142.8	(5.3)
Other exceptional costs	4	0.2	-	0.1	4.7	-	3.3
Amortisation of acquired intangibles	11	1.5	-	1.0	1.7	-	1.2
Share-based payments	24	0.5	-	0.4	0.1	-	0.1
Loss on disposal of subsidiary	14	-	-	-	0.1	-	0.1
Loss on disposal of assets and liabilities	11	0.1	-	0.1	-	-	-
Tax effect of above adjustments	7	(0.3)	-	(0.2)	(1.1)	-	(0.8)
Discontinued operations
Basic		12.7	144.3	(8.8)	9.4	142.8	6.6
Profit on disposal of subsidiaries	14	-	-	-	(7.8)	-	(5.5)
Other exceptional costs	4	0.9	-	0.6	0.1	-	0.1
Amortisation of acquired intangibles	11	0.4	-	0.3	0.8	-	0.6
Impairment of goodwill	10	11.0	-	7.6	-	-	-
Loss on disposal of assets and liabilities	11	0.7	-	0.5	-	-	-
Tax effect of above adjustment	7	(0.2)	-	(0.1)	(0.1)	-	(0.1)
Adjusted1 basic
Continuing operations		0.3	144.3	0.2	(2.0)	142.8	(1.4)
Continuing and discontinued operations		0.4	144.3	0.3	0.4	142.8	0.3
Effect of dilutive securities
Options: Continuing operations		-	7.3	-	-	-	-
Options: Continuing and discontinued operations		-	7.3	-	-	8.1	-
Adjusted1 diluted
Continuing operations		0.3	151.6	0.2	(2.0)	142.8	(1.4)
Continuing and discontinued operations		0.4	151.6	0.3	0.4	150.9	0.3

¹ Adjusted results exclude adjusting items, as detailed in note 1 (b)
² See note 1 (a) for description of the prior year re-presentation

 

	Adjusted Results1 2020 £m	Adjusted Items1 2020 £m	Statutory Results 2020 £m	Re-presented2 Adjusted Results1 2019 £m	Re-presented2 Adjusted Items1 2019 £m	Re-presented2 Statutory Results 2019 £m
Earnings / (loss) per share attributable to owners of the parent
Fully diluted from continuing operations	0.2p	(1.4p)	(1.2p)	(1.4p)	(3.9p)	(5.3p)
Fully diluted from discontinued operations	0.1p	(8.9p)	(8.8p)	1.7p	4.9p	6.6p
Fully diluted from continuing and discontinued	0.3p	(10.3p)	(10.0p)	0.3p	1.0p	1.3p

¹ Adjusted results exclude adjusting items, as detailed in note 1 (b)
² See note 1 (a) for description of the prior year re-presentation

In 2019 there was no difference in the weighted average number of shares used for the calculation of basic and diluted loss per share for continuing operations as the effect of all potentially dilutive shares outstanding was anti-dilutive.

 

10 Goodwill

	Note	Group  m
Cost
At 1 January 2019		159.5
Disposal of subsidiaries	14	(48.4)
At 31 December 2019		111.1
Closure of business		(11.0)
Elimination of goodwill		(19.0)
At 31 December 2020		81.1
Accumulated impairment
At 1 January 2019		96.9
Disposal of subsidiaries	14	(38.0)
At 31 December 2019		58.9
Impairment		11.0
Elimination of goodwill		(30.0)
At 31 December 2020		39.9
Net book value
At 31 December 2020		41.2
At 31 December 2019		52.2

At the half year 30 June 2020, an impairment of £11.0m was recognised in the Xeim CGU, entirely related to the MarketMakers ('MM') business within that CGU. This followed the impact that Covid had on the operations of MM and was a full impairment of the goodwill balance relating to MM. Since this impairment was recognised, the MM telemarketing business has ceased operations, and the goodwill cost and accumulated impairment has been eliminated. The impairment is included within discontinued operations as disclosed in note 8.

In addition to the impairment and subsequent elimination of goodwill relating to MM, the Group also eliminated of £19.0m of goodwill that has been fully impaired in previous financial years relating to legacy brands and businesses that the Group no longer operates.

At 31 December 2020 a full impairment assessment has been carried out. No impairment further to the £11.0m detailed above is required for the remaining carrying value of goodwill.

Disposals in the prior year relate to the disposal of Centaur Financial Platforms Limited (net book value £4.8m), Centaur Media Travel and Meetings Limited (net book value £5.6m), Centaur Human Resources Limited (net book value £nil) and Centaur Engineering Limited (net book value £nil). See note 14 for further details.

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.

 

	Note	Xeim £m	The Lawyer £m	Financial Services £m	Other Professional £m	Total £m
At 1 January 2019		36.2	16.0	4.8	5.6	62.6
Disposal of subsidiaries	14	-	-	(4.8)	(5.6)	(10.4)
At 31 December 2019		36.2	16.0	-	-	52.2
Impairment charge		(11.0)	-	-	-	(11.0)
At 31 December 2020		25.2	16.0	-	-	41.2

Impairment testing of goodwill and acquired intangible assets

The detailed impairment assessment described below has been performed after the £11.0m impairment already identified in the Xeim CGU relating to the MM business.

At 31 December 2020, goodwill and acquired intangible assets (see note 11) were tested for impairment in accordance with IAS 36. In assessing whether an impairment of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with its recoverable amount. Recoverable amounts are measured based on value-in-use ('VIU').

The Group estimates the VIU of its CGUs using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 12.8% (2019: 12.8%). 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. The Group has used the MAP23 forecast for the first three years of the calculation and applied a terminal growth rate of 2.5% (2019: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group's revenues. The key drivers and targets of MAP23 are discussed in the Strategic Report.

The key assumptions used in the calculations of VIU for each segment have been derived from a combination of experience and management's expectations of future growth rates in the business. The forecasts have been prepared following a review of the business where management has identified the key growth and focus areas which will deliver the targets, and conversely which areas of the business will be de-prioritised over that period. The forecasts reflect the transformed Group which is more focused and streamlined in order to deliver higher margins and profits.

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% increase in discount rate from 12.8% to 14.8%. No impairment would occur in either of the segments.

III.  reduce the terminal value growth rate from 2.5% to 1.5%. No impairment would occur in either of the segments.

IV.  in combination reduce the terminal value growth rate from 2.5% to 2.0% and apply a 30% reduction to forecast Adjusted EBITDA in the terminal year of the modelled cash flows. No impairment would occur in either of the segments.

After the £11.0m impairment recognised in the Xeim CGU relating to the MM business, the results of the impairment assessment and sensitivities applied indicate that no further impairment to the goodwill of either CGU is required.

11 Other intangible assets

	Note	Computer software £m	Brands and publishing rights £m	Customer relationships £m	Separately acquired websites and content £m	Total £m
Cost
At 1 January 2019		18.6	5.6	15.4	4.7	44.3
Additions - separately acquired		0.8	-	-	-	0.8
Additions - internally generated		0.4	-	-	-	0.4
Disposal of subsidiaries (restated2)	14	(0.6)	(3.5)	(2.4)	(1.5)	(8.0)
At 31 December 2019 (restated 2 )		19.2	2.1	13.0	3.2	37.5
Additions - separately acquired		0.3	-	-	-	0.3
Additions - internally generated		0.3	-	-	-	0.3
Disposals		(0.9)	(0.5)	(1.7)	-	(3.1)
At 31 December 2020		18.9	1.6	11.3	3.2	35.0
Accumulated amortisation
At 1 January 2019		12.4	2.3	9.4	4.7	28.8
Amortisation charge for the year		2.6	0.3	2.1	-	5.0
Impairment charge for the year		0.3	-	-	-	0.3
Disposals of subsidiaries (restated2)	14	(0.5)	(1.7)	(1.9)	(1.5)	(5.6)
At 31 December 2019 (restated 2 )		14.8	0.9	9.6	3.2	28.5
Amortisation charge for the year		1.9	0.2	1.7	-	3.8
Disposals		(0.5)	(0.2)	(1.5)	-	(2.2)
At 31 December 2020		16.2	0.9	9.8	3.2	30.1
Net book value at 31 December 2020		2.7	0.7	1.5	-	4.9
Net book value at 31 December 2019		4.4	1.2	3.4	-	9.0
Net book value at 1 January 2019		6.2	3.3	6.0	-	15.5

² See note 1 (a) for description of prior year restatement

Amortisation on acquired intangible assets from business combinations is presented as an adjusting item in note 4 (see note 1(b) for further information). Total amortisation of £1.9m (2019: £2.5m) on such assets is all amortisation on assets in the asset groups 'Brands and publishing rights', 'Customer relationships' and 'Separately acquired websites and content' of £1.9m (2019: £2.4m) in addition to £nil (2019: £0.1m) of amortisation on acquired intangible assets in the asset group 'Computer software'. These total amounts relate to continuing operations £1.5m (2019: £1.7m) and discontinued operations £0.4m (2019: £0.8m) as shown in note 4.

During the current year, the Group disposed of intangible assets totalling a net book value of £0.9m. £0.1m of this is recognised in the consolidated statement of comprehensive income in continuing operations. The £0.1m loss on disposal of intangible assets in continuing operations relates to software assets that were no longer in use by the business.

The remaining £0.8m of assets disposed have been recognised in discontinued operations, along with proceeds of disposal of £0.1m, resulting in a loss on disposal of £0.7m in discontinued operations. The £0.7m loss on disposal of intangible assets in discontinued operations resulted from the disposal relating to the MarketMakers ('MM') business. On 24 August 2020, the Group disposed of the MM branding and website with a net book value of £0.3m for proceeds of £0.1m, resulting in a loss of £0.2m. Customer relationships recognised on the acquisition of the MM business in 2017 with a net book value of £0.2m were disposed resulting in a loss of £0.2m. MM software assets were disposed at a net book value of £0.3m resulting in a loss of £0.3m.These disposals were affected in line with the closure of the MM telemarketing business following an adverse impact on trading performance caused by Covid.

Amortisation and impairment of intangible assets is included in net operating expenses in the consolidated statement of comprehensive income. The amortisation charge in continuing operations is £3.3m (2019 re-presented: £4.2m) and in discontinued operations is £0.5m (2019 re-presented: £0.8m). The impairment charge in the prior year is wholly in continuing operations and relates to obsolete software.

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. Please see note 10 for further details.

The Company has no intangible assets (2019: £nil).

 

12 Property, plant and equipment

	Note	Leasehold improvements £m	Fixtures and fittings £m	Computer equipment £m	ROU assets - property £m	Total £m
Cost
At 1 January 2019		2.2	0.7	1.7	-	4.6
Recognised on adoption of IFRS 16 (1 January 2019)		-	-	-	2.3	2.3
Additions - separately acquired		-	-	0.2	3.2	3.4
At 31 December 2019		2.2	0.7	1.9	5.5	10.3
Additions - separately acquired		-	-	0.3	1.7	2.0
Disposals		(2.2)	(0.6)	(1.1)	(2.1)	(6.0)
At 31 December 2020		-	0.1	1.1	5.1	6.3
Accumulated depreciation
At 1 January 2019		1.6	0.5	1.2	-	3.3
Depreciation charge for the year		0.4	0.1	0.2	1.6	2.3
Impairment charge for the year		0.2	-	-	0.2	0.4
At 31 December 2019		2.2	0.6	1.4	1.8	6.0
Depreciation charge for the year		-	0.1	0.2	1.9	2.2
Disposals		(2.2)	(0.6)	(0.9)	(1.5)	(5.2)
At 31 December 2020		-	0.1	0.7	2.2	3.0
Net book value at 31 December 2020		-	-	0.4	2.9	3.3
Net book value at 31 December 2019		-	0.1	0.5	3.7	4.3
Net book value at 1 January 2019		0.6	0.2	0.5	-	1.3

During the current year the Group disposed of tangibles assets totalling a net book value of £0.8m, resulting in a loss on disposal of tangible assets of £0.8m (£0.2m in continuing operations and £0.6m in discontinued operations, see note 4).

The £0.2m loss on disposal of tangible assets in continuing operations relates to computer equipment assets that were no longer in use by the business (£0.1m), and a proportion of the disposal of the MarketMakers' ROU asset that related to the continuing Really B2B business (£0.1m).

The £0.6m loss on disposal of tangible assets in discontinued operations relates to disposal of computer equipment (£0.1m) and a proportion of the disposal of the MarketMakers' ROU asset that related to the discontinued telemarketing business (£0.5m). These disposals were affected in line with the closure of the MM telemarketing business following an adverse impact on trading performance caused by Covid.

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

The depreciation charge in continuing operations is £2.0m (2019 re-presented: £2.0m) and in discontinued operations is £0.2m (2019 re-presented: £0.3m).

The impairment charge in the prior year related to leasehold improvements in the Wells Street office which was vacated by December 2019 and is presented in continuing operations.

The Company has no property, plant and equipment at 31 December 2020 (2019: £nil).

13 Investments

Company	Investments in subsidiary undertakings £m
Cost
At 1 January 2019 and 31 December 2019	151.1
Additions	0.3
At 31 December 2020	151.4
Accumulated impairment
At 1 January 2019	25.3
Impairment charge for the year	35.7
At 31 December 2019	61.0
Impairment charge for the year	25.4
At 31 December 2020	86.4
Net book value at 31 December 2020	65.0
Net book value at 31 December 2019	90.1
Net book value at 1 January 2019	125.8

Impairment testing of the investment

As outlined in the tables below, the carrying value of the investment represents the Company's direct ownership of Centaur Communications Limited ('CCL'). At 31 December 2020, 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, due to the disposals of the Group's subsidiaries noted below, the Group's cash flows and therefore its VIU was reduced. This was identified as an indication of impairment of the Company's investment carrying value and a full impairment assessment was carried out. An impairment of £35.7m was identified and recognised in the Company's statement of comprehensive income. After this impairment at 31 December 2019, the carrying value of the investment was fully supported by the future cash flows of the continuing operations of the Group.

In the current 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, particularly following the closure of the MarketMakers ('MM') telemarketing business. 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 12.8% (2019: 12.8%). 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. The Group has used its MAP23 forecast for the first three years of the calculation and applied a terminal growth rate of 2.5% (2019: 2.5%). This timescale and the terminal growth rate are both considered appropriate given the nature of the Group's revenues. The key drivers and targets of MAP23 are discussed in the Strategic Report.

The assumptions used in the calculations of VIU have been derived based on a combination of experience and management's expectations of future growth rates in the business. The forecasts have been prepared following a review of the business where management has identified the key growth and focus areas which will deliver the targets, and conversely which areas of the business will be de-prioritised over that period. The forecasts reflect the transformed Group which is more focused and streamlined in order to deliver higher margins and profits.

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

As a result of the impairment assessment and sensitivities applied, an impairment of £25.4m has been identified and recognised in the Company's statement of comprehensive income. This level of impairment specifically reflects the fourth sensitivity case outlined in note 10 where the terminal growth rate is reduced from 2.5% to 2.0% in addition to an EBITDA miss in the terminal year of 30%. The remaining balance is supported by the underlying trade of the continuing Group.

Additions of £0.3 in the year relate to capital contributions for share based payments recharged to the Company's subsidiaries.

The Group disposed of its interest in the following subsidiaries during the prior year:

Name	Proportion of ordinary shares and voting rights held (%)	Principal activities	Country of incorporation	Date of disposal
Centaur Engineering Limited	100	Other publishing activities	United Kingdom	31 May 2019
Centaur Financial Platforms Limited	100	Research data and analysis	United Kingdom	31 March 2019
Centaur Human Resources Limited	100	Events and information services	United Kingdom	30 April 2019
Centaur Media Travel and Meetings Limited	100	Other publishing activities	United Kingdom	30 April 2019
Venture Business Research Limited	100	Research data and analysis	United Kingdom	13 May 2019

The net profit on disposals of these subsidiaries was £7.7m (£0.1m loss on the disposal of VBR and £7.8m profit on the disposal of the other four subsidiaries). See note 14 for further details.

In order to simplify the group structure, the process to close dormant companies was started for E-consultancy Asia Pacific Pty Limited, E-consultancy Australia Pty Limited, Pro-Talk Limited, Taxbriefs Limited and Your Business Magazine Limited. The process is ongoing at the date of signing the annual report.

 

Centaur Newco 2018 Limited was dissolved during the year. The company did not trade since incorporation.

At 31 December 2020, 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, training and events	United States
Chiron Communications Limited	100	Holding company	United Kingdom
E-consultancy Asia Pacific Pte Limited 3	100	Dormant	Singapore
E-consultancy Australia Pty Limited 4	100	Dormant	Australia
E-consultancy LLC 5	100	Digital information, training and events	United States
E-consultancy.com Limited	100	Digital information, training and events	United Kingdom
MarketMakers Incorporated Limited 6	100	Telemarketing and Research	United Kingdom
Mayfield Publishing Limited	100	Dormant	United Kingdom
Pro-Talk Ltd	100	Dormant	United Kingdom
Taxbriefs Holdings Limited	100	Holding company	United Kingdom
Taxbriefs Limited	100	Dormant	United Kingdom
Thelawyer.com Limited	100	Publishing of consumer and business journals and periodicals	United Kingdom
Xeim Limited	100	Digital information services	United Kingdom
Your Business Magazine Limited	100	Dormant	United Kingdom

¹  Directly owned by Centaur Media Plc

²  Registered address is 251 Little Falls Drive, Wilmington, DE19808, USA. Functional currency is USD.

³  Registered address is 30 Cecil Street, #19-08 Prudential Tower, Singapore 049712. Functional currency is USD.

⁴  Registered address is Level 17, 383 Kent Street, Sydney, NSW, 2000, Australia. Functional currency is AUD.

⁵  Registered address is 251 Little Falls Drive, Wilmington, DE19808, USA. Functional currency is USD.

⁶  Registered address changed from 1000 Lakeside North Harbour Western Road, Portsmouth, Hampshire, PO6 3EN to Floor M, 10 York Road, London, SE1 7ND on 13 January 2020.

The registered address of all subsidiary companies, except for those identified above, is Floor M, 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 2020.

14 Disposal of subsidiaries

In the prior year the Group disposed of the following subsidiaries:

-  Centaur Financial Platforms Limited ('FIN') on 31 March 2019;

-  Centaur Media Travel and Meetings Limited ('T&M') on 30 April 2019;

-  Centaur Human Resources Limited ('HR') on 30 April 2019; and

-  Centaur Engineering Limited ('ENG') on 31 May 2019.

The disposals were effected in line with the Group's strategy to simplify its structure, to improve operational execution and to focus attention on leading brands. All disposals were executed by way of sale of 100% of the equity shares. The results of these subsidiaries have been included in discontinued operations as detailed in note 8.

The net assets of the subsidiaries at the date of disposal were as follows:

	FIN	T&M	HR	ENG	Total
	31 March 2019	30 April 2019	30 April 2019	31 May 2019
	£m	£m	£m	£m	£m
Goodwill	4.8	5.6	-	-	10.4
Other intangible assets	1.1	-	1.1	-	2.2
Inventories	-	1.2	0.1	0.4	1.7
Trade and other receivables	1.0	1.1	0.4	0.2	2.7
Intercompany	1.3	2.2	0.7	-	4.2
Cash and cash equivalents	0.6	0.3	0.4	0.4	1.7
Trade and other payables	(0.8)	(0.6)	(0.4)	(0.1)	(1.9)
Deferred income	(1.3)	(2.9)	(1.0)	(1.2)	(6.4)
Current tax liability	(0.1)	(0.3)	-	-	(0.4)
Net assets/(liabilities) disposed attributable to Shareholders of the Company	6.6	6.6	1.3	(0.3)	14.2
Directly attributable costs of disposal	0.8	0.6	0.6	0.6	2.6
(Loss) / gain on disposal	(0.8)	3.0	3.8	1.8	7.8
Fair value of consideration	6.6	10.2	5.7	2.1	24.6
Satisfied by:
Cash and cash equivalents	5.3	8.0	5.0	2.1	20.4
Settlement of intercompany balances	1.3	2.2	0.7	-	4.2
	6.6	10.2	5.7	2.1	24.6

The net cash flow arising on the disposals was as follows:

	FIN	T&M	HR	ENG	Total
	31 March 2019	30 April 2019	30 April 2019	31 May 2019
	£m	£m	£m	£m	£m
Net cash flow arising on disposal:
Consideration received in cash and cash equivalents	5.3	8.0	5.0	2.1	20.4
Less:
Directly attributable costs of disposal	(0.6)	(0.6)	(0.6)	(0.5)	(2.3)
Cash and cash equivalents disposed	(0.6)	(0.3)	(0.4)	(0.4)	(1.7)
	4.1	7.1	4.0	1.2	16.4

During the current year, £0.1m of directly attributable costs related to the prior year disposals was paid in cash.

In addition to the above-named subsidiaries, the Group disposed of its Venture Business Research Limited ('VBR') subsidiary in the prior year on 13 May 2019 to an employee of VBR for £1 settled by cash and £31k settlement of intercompany balances. Net assets of £0.2m, consisting wholly of other intangible assets were disposed of, resulting in a loss of £0.1m.

The loss on disposal, as well as the operational results of VBR were not included in discontinued operations as it did not represent a separate major line of business and these were therefore included in continuing operations.

15 Deferred tax

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

	Accelerated capital allowances £m	Other temporary differences £m	Tax losses £m	Total £m
Net asset / (liability) at 1 January 2019	0.7	(0.5)	0.1	0.3
Recognised in the statement of comprehensive income	(0.1)	0.1	0.7	0.7
Net asset / (liability) at 31 December 2019	0.6	(0.4)	0.8	1.0
Adjustments in respect of prior periods	0.1	0.2	-	0.3
Recognised in the statement of comprehensive income	-	0.2	0.7	0.9
Net asset / (liability) at 31 December 2020	0.7	-	1.5	2.2

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.

	2020 Group £m	2019 Group £m
Deferred tax assets	2.4	1.4
Deferred tax liabilities	(0.2)	(0.4)
	2.2	1.0

At the year-end, the Group has unused tax losses of £8.1m (2019: £4.2m) available for offset against future profits. A deferred tax asset of £1.5m (2019: £0.8m) has been recognised in respect of £8.1m (2019: £4.2m) of such tax losses. The Group has concluded that the deferred tax asset will be recoverable using the estimated future taxable profit based on the approved MAP23 forecast (see Strategic Report). The Group is expected to generate taxable profits from 2021 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 £0.1m at 31 December 2020 (2019: £0.1m).

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

16 Trade and other receivables

	Note	2020 Group £m	Restated2 2019 Group £m	2020 Company £m	Restated2 2019 Company £m
Amounts falling due within one year
Trade receivables		5.2	7.9	-	-
Less: expected credit loss	27	(1.0)	(1.1)	-	-
Trade receivables - net		4.2	6.8	-	-
Receivables from subsidiaries		-	-	34.9	-
Receivable from Employee Benefit Trust		-	-	0.6	0.6
Other receivables		0.2	1.8	0.1	-
Prepayments		1.2	1.3	0.1	0.1
Accrued income		0.2	0.4	-	-
		5.8	10.3	35.7	0.7

		2020 Group £m	Restated2 2019 Group £m	2020 Company £m	Restated2 2019 Company £m
Amounts falling due after one year
Other receivables		0.5	0.5	0.2	0.3
		0.5	0.5	0.2	0.3
2 See note 1 (a) for description of prior year restatement

Trade receivables and the expected credit loss include £0.1m and £(0.1m) respectively, in relation to discontinued operations.

Receivables from subsidiaries are unsecured, have no fixed due date and bear interest at an annual rate of 2.49% (2019: 2.53%).

Other receivables due within one year in the prior year included £1.5m in relation to the lease which was received in the current year on the exit of the Wells Street property.

Other receivables due after one year include £0.3m (2019: £0.3m) in relation to a deposit on the Waterloo property lease which is fully refundable at the end of the lease term.

17 Cash and cash equivalents

	2020 Group £m	2019 Group £m
Cash at bank and in hand	8.3	9.3

The Company had no cash and cash equivalents at 31 December 2020 (2019: £nil).

18 Trade and other payables

	2020 Group £m	2019 Group £m	2020 Company £m	2019 Company £m
Trade payables	0.2	1.1	-	-
Payables to subsidiaries	-	-	60.0	62.0
Social security and other taxes	1.3	1.0	-	-
Other payables	1.6	1.7	-	-
Accruals	5.7	8.7	0.4	1.4
	8.8	12.5	60.4	63.4

Payables to subsidiaries are unsecured, have no fixed date of repayment and bear interest at an annual rate of 2.49% (2019: 2.53%).

During the year, in response to Covid the Government allowed payments of VAT between 20 March 2020 and 30 June 2020 to be deferred until 31 March 2021. Under this scheme the Group deferred a total of £1.0m VAT payments, which is included in 'social security and other taxes' above. This is planned to be re-paid in 2021.

Trade payables and other payables include £0.1m and £0.2m respectively, relating to discontinued operations.

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

19 Lease liabilities

All lease liabilities currently held by the Group relate to property leases, for which corresponding right-of-use ('ROU') assets are held on the consolidated statement of financial position within property, plant and equipment and detailed in note 12.

	2020 Group	2019 Group
	£m	£m
At 1 January	4.3	3.3
Additions	-	3.2
Remeasurement of lease liabilities	1.7	-
Interest expense	0.1	0.1
Cash outflow	(1.9)	(2.3)
Disposal on exit of lease	(0.8)	-
At 31 December	3.4	4.3
Current	2.0	2.1
Non-current	1.4	2.2
At 31 December	3.4	4.3

The lease liability for one of the Group's property leases was remeasured during the year upon reassessment of the lease term, and renegotiation of payment terms due to Covid. The amount of the remeasurement of the lease liability has been recognised as an adjustment to the ROU asset.

During 2020, in response to Covid, the International Accounting Standards Board ('IASB') issued amendments to IFRS 16 'Leases' to allow lessees not to account for rent concessions as lease modifications requiring a remeasurement if they are a direct consequence of Covid and meet certain conditions. As described above, there was a renegotiation of payment terms on one of the Group's leases due to the pandemic. Due to the effect of the renegotiation impacting months outside of the specified conditions, the Group has not applied this practical expedient and has therefore remeasured the lease in respect of this.

The lease liability for the Group's property in Portsmouth, which was the office for the MarketMakers business, has been fully released during the year upon the cessation of the MarketMakers telemarketing business.

The gain on disposal of the lease liability has been recognised in the consolidated statement of comprehensive income, with £0.2m recognised in continuing operations for the proportion of the liability that relates to the continuing Really B2B business, and £0.6m recognised in discontinued operations relating to the proportion of the liability that relates to the discontinued telemarketing business. The corresponding ROU asset was also disposed of (see note 12), with the resulting net gain on disposal of £0.2m being materially offset by the exit penalty incurred.

20 Deferred income

	2020 Group £m	2019 Group £m
Deferred income	7.0	8.7

Deferred income arises on contracts with customers where revenue recognition criteria has not yet been met. See note 1 (e) for further details.

21 Current tax assets

	2020 Group £m	2019 Group £m
Corporation tax receivables	0.2	0.1

The Company had no corporation tax receivables or payables at 31 December 2020 (2019: £nil).

22 Provisions

Group	Restructuring £m	Deferred consideration £m	Other £m	Total £m
At 1 January 2019	-	0.1	0.1	0.2
Utilised in the year	-	(0.1)	-	(0.1)
At 31 December 2019	-	-	0.1	0.1
Additions	1.0	-	-	1.0
Utilised in the year	(1.0)	-	(0.1)	(1.1)
At 31 December 2020	-	-	-	-

Restructuring

During the current year, a restructuring provision of £0.8m was recognised in relation to restructuring the MarketMakers business following a sharp fall in revenue as several major customers were hit by disruption in their own markets. A further £0.2m was provided in relation to restructuring other parts of the wider Centaur group due to the adverse impact of Covid. The provision was fully utilised in the second half of 2020. The associated expense has been recognised within exceptional costs and presented as adjusting items as disclosed within note 4. The staff related restructuring costs in continuing operations is £0.2m (2019: nil) and in discontinued operations is £0.8m (2019: nil).

Deferred consideration

Deferred consideration at 1 January 2019 of £0.1m related to the 2017 acquisition of MarketMakers. This was settled in cash during 2019.

Other

The other provision relates to the dilapidation provision which was acquired on the acquisition of MarketMakers in relation to the building leased by the company in Portsmouth. This provision was utilised during the current year as part of the exit of the Portsmouth lease upon cessation of MarketMakers' telemarketing business. The associated expense has been recognised within discontinued exceptional costs and presented as adjusting items as disclosed within note 4.

All amounts represent the Directors' best estimate of the balance to be paid at the statement of financial position date.

23 Equity

Ordinary shares of 10p each	Nominal value £m	Number of shares
Authorised share capital - Group and Company
At 1 January 2019, 31 December 2019 and 31 December 2020	20.0	200,000,000
Issued and fully paid share capital - Group and Company
At 1 January 2019, 31 December 2019 and 31 December 2020	15.1	151,410,226

Deferred shares reserve

The deferred shares reserve represents 800,000 (2019: 800,000) deferred shares of 10p 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 compensation plans. The changes to 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.

During the year a transfer of £1.0m was made from the reserve to retained earnings for lapsed share awards relating to the TSR performance condition of long-term incentive plans. £0.2m relates to the current year, £0.1m relates to 2019 and £0.7m relates to schemes which lapsed before 2019. A prior year restatement has not been made as the adjustment is not material to the users of the annual report and financial information.

Own shares reserve

The own shares reserve represents the value of shares held as treasury shares and in an employee benefit trust. At 31 December 2020, 4,550,179 (31 December 2019: 6,964,613) 10p ordinary shares are held in treasury and 1,948,492 (31 December 2019: 1,573,134) 10p ordinary shares are held in an employee benefit trust.

 

During 2020, 2,414,434 shares were transferred out of treasury to the employee benefit trust in order to meet future obligations arising from share-based rewards to employees. The shares were transferred from treasury at the historical weighted average cost of £2.2m (90.88p per share) and acquired by the employee benefit trust at the market value of £0.6m (25p per share). The difference between the historical weighted average cost and the market value of £1.6m has been eliminated on consolidation.

 

During the prior year, the employee benefit trust purchased 1,247,205 ordinary shares held in the employee benefit trust in order to meet future obligations arising from share-based rewards to employees. The shares were acquired at an average price of 51.7p per share, with prices ranging from 45.6p to 54p. The total cost of £0.6m was recognised in other reserves in the own shares reserve in equity.

 

The employee benefit trust also issued 2,038,736 (2019: 532,062) shares to meet obligations arising from share-based rewards to employees that had vested in both the current and prior year and were exercised in the year. The shares were issued at a historical weighted average cost of 61.3p (2019: 50.3p) per share. The total cost of £1.3m (2019: £0.3m) has been recognised as a reduction in the own shares reserve in other reserves in equity.

24 Share-based payments

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

	2020 £m	2019 £m
Equity-settled plans
LTIP	0.5	0.1
Total equity-settled incentive plans and share based payment expense	0.5	0.1

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

Share-based payment charge in 2020 of £0.5m (2019 £0.1m) increased year on year due to several reasons. Most of the increase is driven by 5.9 million less forfeitures and lapses in the current year resulting in £0.4m less credits to the income statement for the reversal of charges previously taken. There was also an overall increase in the charge of £0.1m following the true-up for a scheme that vested in the year and the true-up of a number of schemes for the amount of shares expected to vest compared to the prior year. This was offset by a lower charge of £0.1m relating to a reduction of 1.5 million new share options granted compared to prior year.

There is an immaterial amount of national insurance payable on equity settled-share-based schemes in the current and prior year which is included in liabilities as it is to be settled in cash.

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.  The share awards are valued at date of grant and the consolidated statement of comprehensive income is charged over the vesting period, considering the number of shares expected to vest. Full details on how the scheme operates are included in the Remuneration Report.

During the period, 1,057,321 (2019: 478,472) share options were exercised in relation to LTIPs that vested in 2019. Further details are shown below.

On 6 April 2020, 50% of the LTIP granted on 6 April 2018 to selected senior management vested upon meeting the performance conditions of two years continued employment. All 981,415 of these share options were exercised during the year. Further details are shown below.

On 30 June 2020, LTIPs were granted to Executive Directors and selected senior management. This grant was made at 75% of the normal award allowed for under the Remuneration Policy to reflect the current low level of the share price as a result of Covid. Further details are shown below.

In the prior year 53,590 shares granted on 25 July 2018 vested and were exercised upon completion of the performance conditions of continued employment. Details below.

 

Long-Term Incentive Plan

These awards were priced using the following models and inputs:

	LTIP 2016	LTIP 2016	LTIP 2016	LTIP 2016	LTIP 2016	LTIP 2016
Grant date	30.06.2020	03.10.2019	25.10.2019	25.07.2019	25.07.2018	06.04.2018
Share price at grant date	24.00	41.50	32.50	46.00	44.40	50.20
Fair value	14.77	22.77	16.25	23.00	22.20	28.65
Exercise date	29.06.2023	02.10.2022	05.04.2022	05.04.2022	24.07.2019	06.04.2021
Exercise price (p)	£nil	£nil	£nil	£nil	£nil	£nil
Number of awards
Balance at 1 January 2020	-	995,259	128,133	2,236,640	-	1,246,879
Granted during the year	2,074,782	-	-	-	-	-
Forfeited during the year	-	-	(80,083)	(80,128)	-	-
Exercised during the year	-	-	-	-	-	-
Lapsed during the year	-	-	-	-	-	-
Balance at 31 December 2020	2,074,782	995,259	48,050	2,156,512	-	1,246,879
Exercisable at 31 December 2020	-	-	-	-	-	-
Average share price at date of exercise (p)	-	-	-	-	-	-
Balance at 1 January 2019	-	-	-	-	53,590	1,246,879
Granted during the year	-	995,259	128,133	2,482,366	-	-
Forfeited during the year	-	-	-	(245,726)	-	-
Exercised during the year	-	-	-	-	(53,590)	-
Lapsed during the year	-	-	-	-	-	-
Balance at 31 December 2019	-	995,259	128,133	2,236,640	-	1,246,879
Exercisable at 31 December 2019	-	-	-	-	-	-
Average share price at date of exercise (p)	-	-	-	-	51.25	-
Grant date	30.06.2020	03.10.2019	25.10.2019	25.07.2019	25.07.2018	6.04.2018
Expected volatility (%)	47.0	40.0	-	-	-	43.5
Expected dividend yield (%)	-	-	-	-	-	-
Risk free interest rate (%)	(0.09)	0.34	-	-	-	0.86
Valuation of model used	Stochastic	Stochastic	*	*	*	Stochastic

	LTIP 2016	LTIP 2016	LTIP 2016	LTIP 2016	LTIP 2016	LTIP 2006
Grant date	06.04.2018	24.04.2017	07.04.2017	04.10.2016	22.09.2016	30.03.2016
Share price at grant date	50.20	45.75	40.75	44.00	41.00	49.00
Fair value	25.10	24.46	21.08	18.04	16.81	20.92
Exercise date	06.04.2021	24.04.2020	07.04.2020	04.10.2019	22.09.2019	30.03.2019
Exercise price (p)	£nil	£nil	£nil	£nil	£nil	£nil
Number of awards
Balance at 1 January 2020	1,963,191	675,764	381,557	-	-	-
Granted during the year	-	-	-	-	-	-
Forfeited during the year	-	-	-	-	-	-
Exercised during the year	(981,415)	(675,764)	(381,557)	-	-	-
Lapsed during the year	-	-	-	-	-	-
Balance at 31 December 2020	981,776	-	-	-	-	-
Exercisable at 31 December 2020	-	-	-	-	-	-
Average share price at date of exercise (p)	24.19	25.50	26.65	-	-	-
Balance at 1 January 2019	2,104,890	1,351,528	2,958,786	573,395	366,667	1,983,489
Granted during the year	-	-		-	-	-
Forfeited during the year	(141,699)	-	(92,035)	-	-	-
Exercised during the year	-	-	(478,472)	-	-	-
Lapsed during the year	-	(675,764)	(2,006,722)	(573,395)	(366,667)	(1,983,489)
Balance at 31 December 2019	1,963,191	675,764	381,557	-	-	-
Exercisable at 31 December 2019	-	675,764	381,557	-	-	-
Average share price at date of exercise (p)	-	-	39.49	-	-	-
Grant date	6.04.2018	24.04.2017	07.04.2017	04.10.2016	22.09.2016	30.03.2016
Expected volatility (%)	43.5	45.4	45.4	43.8	43.8	31.8
Expected dividend yield (%)	6.47	-	-	-	-	-
Risk free interest rate (%)	0.86	0.12	0.12	0.06	0.06	0.48
Valuation of model used	Black-Scholes	Stochastic	Stochastic	Stochastic	Stochastic	Stochastic

*Shares granted on 25 October 2019, 25 July 2019 and 25 July 2018 were nil-cost options with non-market-based performance conditions. These schemes were valued based on the estimated vesting value of the non-market-based conditions and expected forfeiture rates.

The shares outstanding at 31 December 2020 had a weighted average exercise price of £nil (2019: £nil) and a weighted remaining life of 1.3 years (2019: 1.6 years).

In the prior year, the shares granted under two schemes in 2017 were assessed for early vesting following the sale of four business units resulting in a significant change in the business. As a result, the shares related to the TSR performance conditions vested and shares related to all other performance conditions lapsed.

Senior Executive Long-Term Incentive Plan ('SELTIP')

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 scheme and vests over a three-year period with service and performance conditions. Awards were granted under this scheme in 2011 for no consideration and no exercise price. This scheme has closed to new awards.

Awards of bonus units were made in 2013 as summarised in the following table:

Financial year	Threshold  profit	PBTA achieved	Profit growth	SELTIP contribution	Total  bonus pool	Bonus pool allocated*	Number of shares awarded in total**
2013	£8.0m	£8.6m	£0.6m	30%	£0.1m	£0.1m	118,851

*  The Remuneration Committee did not allocate the entire bonus pool in 2013.

**   Awards were only made to participants with continuing employment.

Senior Executive Long-Term Incentive Plan

These awards were priced using the following models and inputs:

	SELTIP 2013
Grant date	15.09.11
Share price at grant date	33.88
Fair value	23.76
Exercise date	17.09.14
Exercise price (p)	£nil
Number of awards
Balance at 1 January 2020	6,862
Granted during the year	-
Forfeited during the year	-
Exercised during the year	-
Balance at 31 December 2020	6,862
Exercisable at 31 December 2020	6,862
Average share price at date of exercise (p)	-
Balance at 1 January 2019	6,862
Granted during the period	-
Forfeited during the period	-
Exercised during the period	-
Balance at 31 December 2019	6,862
Exercisable at 31 December 2019	6,862
Average share price at date of exercise (p)	-

The shares outstanding at 31 December 2020 had a weighted average exercise price of £nil (2019: £nil) and a weighted remaining life of 1.7 years (2019: 2.7 years).

Share Incentive Plan

The Group has a Share Incentive Plan, which is a HRMC 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 12 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.

		2020 £	2019 £
Number of outstanding matching shares		58,117	48,071

 

25 Dividends

	2020	2019
	£m	£m
Equity dividends
Final dividend for 2018: 1.5p per 10p ordinary share	-	2.1
Interim dividend for 2019: ordinary dividend of 1.5p and special dividend of 2.0p per 10p ordinary share	-	5.0
	-	7.1

At the time of the 2019 results announcement on 18 March 2020, a final dividend relating to 2019 at 0.5p per share was proposed. Due to the uncertainty posed by the Covid outbreak, the Board decided that is was prudent not to pay this final dividend of £0.7m. The total dividend pertaining to 2019 was therefore the interim dividend of £5.0m, comprising a £2.1m ordinary dividend at 1.5p per share and a £2.9m special dividend at 2.0p per share. This dividend was paid on 18 October 2019.

A final dividend for the year ended 31 December 2020 of £0.7m (0.5p share) is proposed by the Directors and, subject to shareholder approval at the Annual General Meeting, will be paid to all shareholders on the Register of Members on 28 May 2021.

During the year, the Company received a dividend of £40.0m from Centaur Communications Limited (2019: £nil).

 

26 Notes to the cash flow statement

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

	Note	2020 Group £m	2019 Group £m	2020 Company £m	2019 Company £m
(Loss) / profit for the year		(14.4)	1.9	(27.7)	(40.2)
Adjustments for:
Tax	7	(1.2)	(0.1)	(0.4)	1.4
Net interest expense	6	0.3	0.3	0.8	1.7
Depreciation	12	2.2	2.3	-	-
Impairment of property, plant and equipment	12	-	0.4	-	-
Amortisation of intangible assets	11	3.8	5.0	-	-
Impairment of intangible assets	11	-	0.3	-	-
Impairment of goodwill	10	11.0	-	-	-
Loss on disposal of assets and liabilities	11	0.8	-	-	-
Loss on disposal of subsidiary	14	-	0.1	-	-
Gain on disposal of subsidiaries	14	-	(7.8)	-	-
Loss on impairment of investment	13	-	-	25.4	35.7
Share-based payment charge	24	0.5	0.1	-	0.1
Dividends received from subsidiaries	25	-	-	40.0	-
Unrealised foreign exchange differences		0.1	-	-	-
Changes in working capital (excluding effects of disposals of subsidiaries):
Decrease / (increase) in trade and other receivables		4.4	0.5	(34.1)	1.8
(Decrease) / increase in trade and other payables		(3.7)	1.3	(3.8)	6.8
(Decrease) / increase in deferred income		(1.7)	0.3	-	-
Cash generated from operating activities		2.1	4.6	0.2	7.3

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

	Note	Group and Company borrowings  m	Group Lease liabilities £m
At 1 January 2019		-	3.3
Changes from financing cash flows:
Interest paid	6	(0.2)	-
Repayment of obligations under finance leases	19	-	(2.3)
Proceeds from borrowings	27	2.8	-
Repayment of borrowings	27	(2.8)	-
Total changes from financing cash flows		(0.2)	(2.3)
Other changes:
Interest expense	6	0.2	0.1
Additions on commencement of new lease	19	-	3.2
Total other changes		0.2	3.3
Balance at 31 December 2019		-	4.3
Changes from financing cash flows:
Interest paid	6	(0.2)	-
Repayment of obligations under finance leases	19	-	(1.9)
Total changes from financing cash flows		(0.2)	(1.9)
Other changes:
Interest expense	6	0.2	0.1
Remeasurement of lease liabilities	19	-	1.7
Disposal on exit of lease	19	-	(0.8)
Total other changes		0.2	1.0
Balance at 31 December 2020		-	3.4

27 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(t). All financial assets and liabilities are measured at amortised cost.

	Note	2020 £m	2019 £m
Financial assets
Cash and bank balances	17	8.3	9.3
Trade receivables - net	16	4.2	6.8
Other receivables	16	0.7	2.3
		13.2	18.4
Financial liabilities
Lease liabilities	19	3.4	4.3
Trade payables	18	0.2	1.1
Accruals	18	5.7	8.7
Provisions	22	-	0.1
Other payables	18	1.6	1.7
		10.9	15.9

Credit risk

The Group's principal financial assets are trade and other receivables (note 16).  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 receivables 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 past due are reviewed, with those greater than 90 days past due considered to carry a higher level of credit risk. Refer to note 1 (t) 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:

	2020 Gross £m	2020 Provision £m	2019 Gross £m	2019 Provision £m
Not due	3.3	(0.1)	3.7	-
0-30 days past due	0.6	-	1.5	-
31-60 days past due	0.1	-	0.5	-
61-90 days past due	0.2	(0.1)	0.4	(0.1)
Over 90 days past due	1.0	(0.8)	1.8	(1.0)
	5.2	(1.0)	7.9	(1.1)

Trade receivables that are less than 3 months past due are generally not considered to be impaired, except where specific credit issues or delinquency in payments have been identified. 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 pre-event invoices in deferred income and amounts relating to VAT. The credit quality of trade receivables not yet due nor impaired has been assessed as acceptable. 

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

	2020 Continuing £m	2020 Discontinued £m	2020 Total £m	Re-presented2 2019 Continuing £m	Re-presented2 2019 Discontinued £m	2019 Total £m
Balance at 1 January	0.7	0.4	1.1	1.1	0.1	1.2
Utilised	(0.1)	-	(0.1)	(0.4)	-	(0.4)
Additional provision charged to the statement of comprehensive income	0.3	-	0.3	-	0.4	0.4
Release	-	(0.3)	(0.3)
Disposal of subsidiaries	-	-	-	-	(0.1)	(0.1)
Balance at 31 December	0.9	0.1	1.0	0.7	0.4	1.1

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

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 (t)(ii).  Impairment losses are taken through administrative expenses in the consolidated statement of comprehensive income.

The remaining provision of £0.1m for discontinued operations relates to MarketMakers trade debtors which have been fully provided for.

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

Cash and cash equivalents

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 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. In March 2021, the Group terminated its existing £25m multi-currency revolving credit facility with NatWest and Lloyds which was due to run to November 2021. It is replaced by a new multi-currency revolving credit facility with NatWest which runs to March 2024 with the option to extend for two periods of one year each. The new facility consists of a £10m committed 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. As at 31 December 2020, the Group had cash of £8.3m (2019: £9.3m) with a full undrawn loan facility of £25.0m (2019: full undrawn loan facility of £25.0m).

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

	Book value £m	Fair value £m	Less than 1 year £m	2-5 years £m
At 31 December 2020
Financial liabilities
Interest bearing	3.4	3.4	2.0	1.4
Non-interest bearing	7.5	7.5	7.5	-
	10.9	10.9	9.5	1.4
At 31 December 2019
Financial liabilities
Interest bearing	4.3	4.3	2.1	2.2
Non-interest bearing	11.6	11.6	11.5	0.1
	15.9	15.9	13.6	2.3

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 asset and liabilities:

Financial Asset	Financial Liabilities
Level 1	Level 3
Cash and bank balances	Lease liabilities
Level 3	Trade payables
Trade receivables - net	Accruals
Other receivables	Provisions
	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 2020 was £nil (2019: £nil).

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

Interest rate risk

The Group has no significant interest-bearing assets but 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 2020, the only floating rate to which the Group is exposed was LIBOR.  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 exposure to interest rate risk, and sensitivity analysis has been performed based on exposure to variable interest rates at the reporting date.

If interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group's net profit after tax would increase / decrease by £nil (2019: £nil) and equity by £nil (2019: £nil)

 

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 stakeholders, as well as sustaining the future development of the business.

 

The capital structure of the Group consists of net debt/cash, which includes cash and cash equivalents (note 17), and equity attributable to the owners of the parent, comprising issued share capital (note 23), other reserves and retained earnings.  The Board also considers the levels of own shares held for employee share schemes, and the ability to issue new shares for acquisitions, in managing capital risk in the business.

 

For the whole of 2020, the Group benefited from its banking facilities, renewed in November 2019 which ran until November 2021 with an option to extend for a further 2 periods of 1 year each. Interest was calculated on LIBOR plus a margin dependent on the Group's net leverage position, which was re-measured quarterly in line with covenant testing.  The Group's borrowings were subject to financial covenants tested quarterly. The principal financial covenants under the facility were the ratio of net debt to Adjusted EBITDA (see note 1(b) for explanation and reconciliation of Adjusted EBITDA) would not exceed 2.5:1 and the ratio of EBITDA to net finance charges would not be less than 4:1. In July 2020, the Group agreed with the banks to waive leverage and interest cover covenants up to, and including, the testing periods to 30 September 2021.  This was subject to minimum liquidity tests which were reported monthly. At no point during the year did the Group breach its covenants or its minimum liquidity tests.

From March 2021, the Group benefits from a new banking facility with NatWest, which features 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. The facility is available until March 2024 with an option to extend for a further two periods of one year each. 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 Adjusted EBITDA (see note 1 (b) for explanation and reconciliation of Adjusted EBITDA) shall not exceed 2.5:1 and the ratio of EBITDA to net finance charges shall not be less than 4:1.

 

Currency risk

Substantially all the Group's net assets are in the United Kingdom. Most of the revenue and profits is 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.

 

28 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 £0.1m (2019: £0.1m) payable in respect of the money purchase pension schemes.

 

29 Capital commitments

At 31 December 2020, the Group had no capital commitments (2019: £nil).

 

30 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 during the year.

i) Interest

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

	2020	2019
	£m	£m
Net interest payable	0.6	1.7

There were no borrowings at the year end.

The balances outstanding with subsidiary companies are disclosed in notes 16 and 18.

ii) Dividends

During the year the Company received £40.0m (2019: £nil) of dividends from its subsidiary, Centaur Communications Limited.

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 2020, 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 £m
Centaur Communications Limited	01595235	52.6
Chiron Communications Limited	01081808	60.9
E-consultancy.com Limited	04047149	8.2
Mayfield Publishing Limited	02034820	0.4
MarketMakers Incorporated Limited	05063707	2.2
Pro-Talk Limited	03939119	-
Taxbriefs Holdings Limited	03572069	-
Taxbriefs Limited	01247331	-
Thelawyer.com Limited	11491880	2.4
Xeim Limited	05243851	27.6
Your Business Magazine Limited	01707331	-

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

 

31 Post balance date events

No material events have occurred after the reporting date.

 

FIVE YEAR RECORD (UNAUDITED)

	2016*	2017*	2018*	Re-presented2 2019	2020
Revenue (£m)	71.9	64.7	50.3	39.6	32.4
Operating loss (£m)	(3.9)	(0.3)	(20.3)	(7.8)	(2.3)
Adjusted operating profit / (loss) (£m)	9.1	4.1	(2.2)	(1.2)	-
Adjusted operating profit / (loss) margin	13%	6%	(4%)	(3%)	-
Loss before tax (£m)	(4.4)	(0.7)	(20.5)	(8.1)	(2.6)
Adjusted profit / (loss) before tax (£m)	8.6	3.7	(2.4)	(1.5)	(0.3)
Adjusted diluted EPS (pence)	4.5	1.8	(1.4)	0.3	0.3
Ordinary dividend per share (pence)	3.0	3.0	3.0	1.5	0.5
Net operating cash flow (£m)	14.0	12.1	5.6	4.7	2.1
Average permanent headcount (FTE)	554	589	758	317	282
Revenue per head (£'000)	131	110	66	125	115

Revenue by type	2016* £m	2017* £m	2018* £m	Re-presented2 2019 £m	2020 £m
Premium Content	20.9	19.1	14.4	14.4	13.2
Marketing Services	-	1.9	4.5	4.3	2.9
Training and Advisory	5.1	8.0	8.0	7.6	8.5
Events	25.7	18.7	6.5	6.4	2.5
Marketing Solutions	15.7	9.3	4.6	4.6	4.2
Recruitment Advertising	4.5	3.5	2.7	2.3	1.1
Telemarketing Services	-	4.2	9.6	-	-
	71.9	64.7	50.3	39.6	32.4

Other	2016* £m	2017* £m	2018* £m	Re-presented2 2019 £m	2020 £m
Goodwill and other intangible assets	88.8	94.2	78.1	61.2	46.1
Other assets and liabilities	(7.6)	(13.4)	(11.5)	(9.4)	(7.2)
Net assets before net debt	81.2	80.8	66.6	51.8	38.9
Net (debt) / cash	(14.1)	4.1	0.1	9.3	8.3
Total equity	67.1	84.9	66.7	61.1	47.2

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

* 2016 - 2018 have not been re-presented with regards to discontinued operations relating to the cessation of the MarketMakers telemarketing business in 2020. 2019 has been re-presented for discontinued operations in line with the comparatives disclosed in this financial information.

Marketing and Advertising Solutions revenue was split into Marketing Solutions and Recruitment Advertising in the current year.

Directors, Advisers and Other Corporate Information

Company registration number

04948078

Incorporated / domiciled in

England and Wales

Registered office

Floor M
10 York Road
London
SE1 7ND
United Kingdom

Directors

Colin Jones (Chairman)
Swagatam Mukerji (Chief Executive Officer)
Simon Longfield (Chief Financial Officer)
William Eccleshare
Carol Hosey (appointed 5 February 2020)
Leslie-Ann Reed (appointed 1 March 2020)

Company Secretary

Helen Silver

Independent Auditor

Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

Registrars

Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR

External Lawyers

Dechert LLP
160 Queen Victoria Street
London
EC4V 4QQ

Brokers

Investec

N+1 Singer

 

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[1]  Re-presented for the closure of MarketMakers which is now presented within discontinued operations.

[2]  Adjusted EBITDA is adjusted operating profit before depreciation and amortisation. Adjusted results exclude adjusting items, such as exceptional items, including those detailed in note 4 of the financial information.

[3] See financial performance review for definition of adjusted results and alternative performance measures

 

END

 

 

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