Centaur Regulatory News (CAU)

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

· 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 with £8.3m in cash 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.

*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:

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

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:

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

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.

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

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

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

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.

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

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

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2020

Attributable to owners of the Company

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2020

Registered number 04948078

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

COMPANY STATEMENT OF FINANCIAL POSITION

as at 31 December 2020

Registered number 04948078

2See 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

COMPANY CASH FLOW STATEMENT

for the year ended 31 December 2020

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:

2See 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:

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:

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:

2See 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:

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:

(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.

2See 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:

2See 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:

2See 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:

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:

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

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:

2See 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

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

3Excluding external employment advice costs

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