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CENTAUR MEDIA PLC Annual Report and Financial Statements for the Year Ended 31 December 2017

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CENTAUR MEDIA PLC Annual Report and Financial Statements for the Year Ended 31 December 2017 CENTAUR MEDIA PLC MEDIA PLC CENTAUR Annual Report and Financial Statements for the year ended 31 December 2017 and Financial Statements Annual Report CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2017 Stock Code: CAU 25895 2589526 March26 2018March 5:23 2018 PM 5:23 PMProof FiveProof Five 25895 26 March 2018 5:23 PM Proof Five 25895 2589526 March26 2018March 5:23 2018 PM 5:23 PMProof FiveProof Five Centaur-AR2017.indd 3 26/03/2018 17:25:26 Centaur Media Plc Annual Report and Financial Statements for the year ended 31 December 2017 INTRODUCTION Centaur Media advises, informs and connects business professionals using data, insight and events. From our digital publishing brands to our award-winning events and cutting-edge data products, we enable business leaders to accelerate their corporate performance. We have the information that our markets want and need. We create valuable products and services that combine the deepest sector knowledge with best-in-class advisory services to provide clients with tangible solutions. Centaur Media is – at its heart – a content business. We continually redefine what content means in the 21st Century and seek new ways to bring that content to our customers. Our Segments PROFESSIONAL FINANCIAL MARKETING SERVICES SERVICES • Econsultancy • The Lawyer • Money Marketing • Marketing Week • The Engineer • Platforum • Creative Review • Business Travel Show • Mortgage Strategy • Celebrity Intelligence • The Meetings Show • Tax Briefs • Fashion & Beauty Monitor • Employee Benefits Live • Headline Money • Design Week • Subcon • MarketMakers • Oystercatchers • Festival of Marketing Read more in the At a Glance pages 4 to 5 Investment Case We have brands in attractive markets that are providing strong organic growth opportunities We are highly cash generative with good conversion of operating profits into cash flow We have growing events and digital premium content platforms that are creating a high quality mix of recurring revenues and earnings and are now supported by complementary advisory businesses 25895 2589526 March26 2018March 5:23 2018 PM 5:23 PMProof FiveProof Five 25895 26 March 2018 5:23 PM Proof Five 25895 2589526 March26 2018March 5:23 2018 PM 5:23 PMProof FiveProof Five Centaur-AR2017.indd 4 26/03/2018 17:25:27 www.centaurmedia.com STRATEGIC REPORTOVERVIEW The Centaur Ambition Contents To create sustainable growth in profits and cash OVERVIEW Introduction 1 flows with high quality, recurring revenue streams Highlights 2 and an efficient scalable operating model to increase Chairman’s Statement 3 shareholder value At a Glance 4 STRATEGIC REPORT To advise, inform and connect business professionals Strategy 6 through data, insight and events Business Model 7 Performance: CEO Review 10 To harness the power of market leading brands Our Pivotal Year 16 to transform the non-paying reader into a loyal Key Performance Indicators 17 Performance: CFO Review 18 paying customer Risk Management 22 Viability Statement 25 To build products and services that always add Corporate Responsibility 26 value to our customers’ professional lives and help GOVERNANCE REPORT leaders accelerate their business performance Board of Directors 28 and competitiveness Executive Committee 30 Directors’ Report 31 Directors’ Statement on Corporate Governance 33 Audit Committee Report 37 Nomination Committee Report 41 Remuneration Committee Report 42 Statement of Directors’ Responsibilities 55 FINANCIAL STATEMENTS Independent Auditors’ Report 56 Consolidated Statement of Comprehensive Income 64 Consolidated Statement of Changes in Equity 65 Company Statement of Changes in Equity 66 Consolidated Statement of Financial Position 67 Company Statement of Financial Position 68 Consolidated Cash Flow Statement 69 Company Cash Flow Statement 70 Read about our performance at: www.centaurmedia.com Notes to the Financial Statements 71 OTHER INFORMATION Five year record 114 Other information 115 01 25895 26 March 2018 5:23 PM Proof Five Centaur-AR2017.indd 1 26/03/2018 17:25:27 Centaur Media Plc Annual Report and Financial Statements for the year ended 31 December 2017 HIGHLIGHTS Financial highlights • Group revenue including the Home Interest segment maintained • Excluding the Home Interest segment, a reported statutory loss at £72.6m; underlying1 revenue fell 6% after tax of (£1.1m) (2016: £9.0m) was driven primarily by non- − Digital premium content revenues +3% (reported and cash amortisation of acquired intangibles of £2.5m, earn-out underlying1) costs of £0.6m and acquisition costs of £0.6m. − Underlying large events revenues +7%; reported large • Strong cash flow performance: events -10% − £3.9m movement in working capital compared with £4.1m − Underlying1 advertising revenues -19%; reported -27% in 2016 3 • Adjusted operating profit2 including the Home Interest segment − Adjusted operating cash flow of £14.1m (2016: £16.5m) was £6.6m (2016: £9.1m); adjusted operating margin2 9.1% − Eliminated net debt5 and provided the Group with £4.1m of net (2016: 12.6%) cash at the end of 2017, with funds now available to pursue − 2017 revenues and operating profit for acquired and disposed strategic acquisitions with potential synergy opportunities businesses included: − Cash conversion4 of 138% (2016: 133%) − MarketMakers - post acquisition revenue/adjusted2 operating − Post Capex cash flow of £11.3m (2016: £13.9m) profit: £6.1m/£1.1m • Adjusted diluted EPS2 of 3.2p (2016: 4.5p). Diluted EPS of 14.3p − Home Interest - pre-disposal revenue/adjusted2 operating (2016: (3.8)p) profit: £7.2m/£2.1m • Final dividend of 1.5p making total for the year of 3.0p, in line with • Excluding the Home Interest segment, adjusted operating profit2 last year was £4.1m (2016: £4.2m) due to continued decline in advertising revenues6 Strong operational progress • Moved to pure B2B business • Statutory profit of £21.9m (2016: Loss of £5.4m) is driven by a £23m gain on the disposal of the Home Interest segment. A − Sale and successful transfer of Home Interest statutory operating loss of (£0.3m) (2016: £8.4m) is a result of − Acquisition and successful integration of MarketMakers £4.4m of exceptional items (2016: £12.6m) relating primarily to the − Created pure play business information Group with improved amortisation of acquired intangibles and transaction related costs. revenue and recurring revenues increasing from 36% to 44% • Overheads savings achieved as business complexity was reduced 1. Underlying revenue growth rates adjust for the timing of the Oystercatchers acquisition in 2016, the disposal of the Home Interest Segment, the acquisition of MarketMakers, the closure of Metalworking Production in 2016 and the biennial contribution from The Advanced Manufacturing Show (‘AMS’). See note 1(b) to the financial statements. 2. Adjusted results exclude adjusting items, as detailed in note 1(b) to the financial statements. 3. See note 1(b) to the financial statements for explanation and reconciliation of adjusted operating cash flow. 4. Cash conversion is calculated as adjusted operating cash flow / adjusted operating profit excluding depreciation and amortisation charges. 5. See note 1(b) to the financial statements for explanation of net debt and note 28 for a reconciliation to statutory measures. 6. Restated to reflect the Home Interest segment as a discontinued operation (refer to note 8). These footnotes apply throughout the document. 02 25895 26 March 2018 5:23 PM Proof Five 25895 26 March 2018 5:23 PM Proof Five Centaur-AR2017.indd 2 26/03/2018 17:25:28 www.centaurmedia.com OVERVIEW CHAIRMAN’S STATEMENT Group performance Board changes It has been a satisfactory year in terms of On behalf of the Board, I would like to underlying1 performance with our continuing thank my predecessor, Ron Sandler, for his operations reporting an adjusted operating significant contribution to the Group over the profit² of £4.1m in the year against £4.2m in years. His advice and insight were of great 2016. This is despite the continued decline value during this important period of change in advertising revenues which has been and transformation away from a publishing compensated for by our expansion into media business to a pure play B2B business capability services through the acquisition information group. We wish him the very best of MarketMakers. with his future endeavours. Including the results of the Home Interest Governance Segment to the date of disposal, our Centaur remains fully committed to the adjusted operating profit² was £6.6m, down highest standards of corporate governance from £9.1m in 2016 with revenue remaining and the Board takes very seriously its duties flat at £72.6m (2016: £72.5m). to operate with integrity, transparency Following our strategic decision to dispose and clear accountability. It also pays close Dear Shareholder of our last B2C segment, Home Interest, we attention to understanding and managing risk. Detail of what this means in practice is I am very pleased to present my first recorded a £20.9m profit on disposal of this contained within the Governance section of Annual Report as Chairman, following my area of our business. This drove a reported the Annual Report. appointment in January 2018, and am total comprehensive income of £21.9m for delighted to have joined Centaur at such the year. Fully diluted earnings per share an interesting time. A great deal has been were 14.3p (2016: (3.8p)). On an adjusted² Our people On behalf of the Board, I would like to thank achieved in the past four years in transitioning results basis, earnings per share was 3.2p all our employees for their commitment and Centaur Media into a more focused B2B (2016: 4.5p). hard work this year. Their dedication remains information group. I am looking forward Cash generation has remained excellent essential in helping us to achieve our goals. to working with the Board and supporting over the year and I am pleased to report The Group has seen a great deal of change the broader management team to take continued excellent progress so far in 2018.
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