CENTAUR MEDIA PLC Annual Report and Financial Statements for the year ended 31 December 2022
ANNUAL REPORT AND
FINANCIAL STATEMENTS
for the year ended 31 December 2022
CORE
BRANDS
Advise. Inform. Connect.
Our vision
We will be the ‘go to’ company in the international
Marketing and Legal sectors for:
• Advising businesses on how to improve their performance and
returns on investment (ROI);
• Providing business intelligence to customers using data, content
and insight;
• Offering training, learning and advisory services through digital
learning initiatives and online programmes; and
• Connecting specific communities through digital media and events.
We will build strong and lasting relationships with our customers
by providing cutting-edge insight and analysis to deliver long-term
sustainable returns for our shareholders.
Our business
Centaur is an international provider of business intelligence, learning
and specialist consultancy that inspires and enables people to excel
at what they do within the marketing and legal professions. Our Xeim
and The Lawyer business units serve the marketing and legal sectors
respectively and, across both, we offer a wide range of products and
services targeted at helping our customers add value.
Our reputation is based on the trust and confidence arising from a
deep understanding of these sectors providing innovative products and
services and we have developed a strong track record for providing
our customers with market-leading insight, content, data and training.
Our key strengths are the expertise of our people, the quality of our
brands and products, and our ability to harness technology to innovate
continually and develop our customer offering. This enables us to help
our customers raise their aspirations and deliver better performance.
Contents
STRATEGIC REPORT
Introduction IFC
Highlights of the year 01
Chair’s Statement 02
Strategy 04
Chief Executive Officer’s Statement 12
Key Performance Indicators 16
Performance: Financial Review 18
Section 172 Statement 25
Environmental, Social and
Governance (ESG) report 29
Risk Management 40
Viability Statement 44
GOVERNANCE REPORT
Board of Directors 46
Executive Committee 48
Directors’ Report 49
Directors’ Statement on
Corporate Governance 51
Audit Committee Report 55
Nomination Committee Report 58
Remuneration Committee Report 59
Statement of Directors’
Responsibilities in respect of the
financial statements 76
FINANCIAL STATEMENTS
Independent Auditor’s Report 77
Financial Statements 81
Notes to the Financial Statements 88
OTHER INFORMATION
Five Year Record 121
Directors, Advisers and Other
Corporate Information 122
FLAGSHIP
4
Highlights of the year
Strategic and operational highlights
• Strong performance despite macroeconomic uncertainty, with
business on track to deliver its MAP23 objectives
• Clear operational and financial steps taken to focus on
organic growth and manage costs to reinforce the resilience of
the business
• Flagship 4 brands continue to deliver growth as the average
customer account value increases
• New customer-centric products launched including
Econsultancy’s LMS platform, MW Mini MBA’s alumni
membership, The Lawyer Briefing Room and Litigation
Tracker International
• Return to in-person events with Festival of Marketing and The
Lawyer Awards being notable successes
• Cash conversion remains strong at close to 100%
• Return of capital to shareholders announced through
special dividends
• DICE, our employee engagement committee, continues to go
from strength to strength, with improvements in employee
engagement and on climate-related matters.
Financial highlights
Revenue
2022
2021
£39.1m
2020
£32.4m
£41.6m
Adjusted
1,2
EBITDA
2022
2021
16%
20%
£8.5m
2020
12%
Net Cash
3
2022
2021
£13.1m
£16.0m
2020
£8.3m
Adjusted
1
diluted EPS
2022
2021
1.9p
2.6p
2020
0.3p
1
See alternative performance measures section for definition of adjusted results
2
Adjusted EBITDA is reconciled to Adjusted Operating Profit in note 1(b) and on
page 20
3
Net cash is the total of cash and cash equivalents and short-term deposits
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
01
STRATEGIC REPORT
Chair’s statement
Delivering on
our strategy
for growth and
building resilience.
COLIN JONES
Chair
Dear Shareholder,
2022 was a year where
Centaur built on the good
momentum of 2021,
despite the ongoing
macroeconomic uncertainty,
as our customers continue
to look for the targeted
connectivity and timely and
deeper insight that we offer
to the legal and marketing
sectors.
None of us could have foreseen the events
in February when Russia invaded Ukraine
and the subsequent energy crisis, cost
inflation and market volatility have hurt both
businesses and individuals. Nonetheless,
our focus on delivering our Margin
Acceleration Plan 2023 (MAP23) strategy
never wavered and we achieved our
financial targets for 2022 – no mean feat
given that they were set two years earlier
when the world was very different.
Broadly our strategy remains the same. We
continue to position Centaur to be more
customer focused – providing access to
learning and consultancy expertise in sizable
markets, along with the tools and events
to provide expert knowledge, bespoke
solutions and engaging digital connections
that create advantages for them.
Our revenues are increasingly resilient as
our clients are choosing us for strategic,
long-term spend in order to future-proof their
businesses. Structured customer price rises
have been implemented to help mitigate
the inflationary environment. In line with our
strategy, the higher quality revenue streams
of Premium Content, Marketing Services and
Training and Advisory now represent 77% of
Group revenue (2021: 74%).
Performance
Our clear vision and the focused strategic
and operational decisions taken by
Centaur’s management team resulted in
the achievement of £41.6m revenue and
an Adjusted EBITDA margin of over 20%,
reflecting the high-quality revenue streams
and the inherent operational leverage
across the Group’s businesses. This has
put us in a strong position as we come into
the final year of our MAP23 strategy.
These results saw a strong contribution
across Centaur’s unique portfolio.
Our Flagship 4 brands benefited from
enhanced pricing, strong renewal rates and
large contracts with international blue-chip
corporates, and were supported by our
Core Brands driven by a full programme
of in-person events, quality content and
networking capabilities.
Our strong performance is underpinning
Centaur’s ability to progress, continuing
the drive towards its MAP23 targets and
ensuring positive shareholder returns.
Dividend and capital
allocation
The Board believes in the long-term
fundamentals of Centaur and the continued
robust performance of the business in
2022 resulted in an increase in Centaur’s
net cash, including short-term deposits, to
£16.0m at 31 December 2022.
The Group’s capital allocation policy is
focused on retaining sufficient cash in the
business to fund all organic investment,
including technology and new products,
while maintaining a prudent level of funding
to cover unexpected working capital
volatility. The Group will also consider
complementary bolt-on acquisitions to
supplement its growth strategy. Any cash
surplus to the long-term requirements of the
business will be returned to shareholders,
most likely in the form of special dividends.
The success of the MAP23 strategy has led
to significantly stronger cash flows and a
more robust balance sheet. This enabled
us to announce in January 2023 a special
dividend of 3.0 pence per share, equivalent
to £4.3m, paid in February 2023, in addition
to our normal dividend policy of distributing
40% of Adjusted retained earnings, subject
to a minimum dividend of 1.0 pence per
share per annum.
www.centaurmedia.com
02
We have now announced a further special
dividend of 2.0 pence per share, equivalent
to £2.9m, to be paid in March 2023.
ESG
Despite the macro upheaval of this year,
as a company Centaur has also reinforced
the importance of ESG throughout our
corporate behaviours and strategic
approach and made sure these aspects
remain a consideration in all our business
decisions. Key areas of focus for us
continue to be reducing the impact that we
have on the planet and improving the effect
our business has on our people and their
development, concentrating on ensuring
we attract and retain the best talent.
Our carbon footprint, excluding the
increase in transport emissions from
employee commuting relating to returning
to the office following the pandemic,
increased by 12% due to increased levels
of operating activity and capital investment.
We have improved our reporting of climate-
related financial information and have
complied with all but two of the Task Force
on Climate-related Financial Disclosures
(TCFD) recommendations as explained
more fully in our ESG report.
Good performance against our Diversity,
Inclusion, Culture and Engagement (DICE)
objectives ensured that we improved
equality in both our recruitment and career
development.
As a corporate citizen, we were pleased
to have supported two charities in 2022
that our employees indicated were of
importance to them and their communities
– The Trussell Trust and Shooting Stars
Children’s Hospices.
Our people
However, of course, this performance
could not have been delivered without our
successful and determined people. It is
their adaptability, innovation, expertise and
exceptional commitment that has enabled
us to deliver such results. Their imagination
has enabled Centaur to develop a pipeline
of innovative new products to satisfy the
evermore sophisticated needs of our
customers, whilst their energy will continue
to drive the business forward.
We will also continue to operate with
integrity, transparency and accountability,
and the Board remains committed to the
highest standards of corporate governance.
More detail on our governance policies is
set out from page 51.
Looking ahead
During 2022, we have taken firm
operational and financial steps to improve
the quality of our products and the
efficiency of our business model. Like many
businesses, the Group faces uncertain
macroeconomic headwinds in 2023 and
we will therefore retain a cautious outlook.
However, we will remain focused on our
strategic priorities and achieving our
ambitious MAP23 targets, and I believe
that Centaur has the talent, strategy
and financial discipline to realise the
opportunities that lie ahead.
Finally, I would like to take this opportunity
to thank all of Centaur’s employees for
their continued drive and contribution to
the business, delivering excellent results
and benefits for all our customers. As a
company we are committed to the future
development and the wellbeing of our
people and we will continue to invest in
them and support them where required.
Colin Jones
Chair
14 March 2023
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
03
STRATEGIC REPORT
Our Strategy
Our strategy is to create shareholder value by
increasing revenue to £45m and raising Group
Adjusted EBITDA margin to 23% by 2023.
£45m
Revenue
23%
EBITDA Margin
Strategy
FLAGSHIP 4
www.centaurmedia.com
04
Centaur is an international
provider of business
intelligence, learning and
specialist consultancy
that inspires and enables
customers to excel at
what they do, raising their
aspirations and delivering
better performance.
The Group’s aim is to be the ‘go to’
company in the international marketing and
legal sectors to:
• Advise businesses on how to improve
their performance and ROI;
• Provide business intelligence to
customers using data, content and insight;
• Offer training, learning and advisory
services through digital learning
initiatives and online programmes; and
• Connect specific communities through
digital media and events.
Over the past year, despite the
macroeconomic uncertainty, the Group
has performed well and is within reach of
its ambitious MAP23 goals. By continuing
to invest in our Flagship 4 brands –
Econsultancy, Influencer Intelligence,
MW Mini MBA and The Lawyer – we are
continuing to expand our margin through
our focus on profitable revenue growth,
capitalising on Xeim and The Lawyer’s high-
quality revenues and operational leverage.
Xeim
Xeim takes its name from ‘Excellence In
Marketing’ and its purpose is to improve
the performance of marketers. The Xeim
portfolio brings together the Group’s
11 marketing brands – Econsultancy,
Influencer Intelligence, MW Mini MBA,
Festival of Marketing, Marketing Week,
Design Week, Creative Review, ReallyB2B,
Fashion & Beauty Monitor, Oystercatchers
and Foresight News – to support the
marketing sector, providing our customers
with the advice, intelligence and
connections needed to set themselves
apart from their peers. Our industry-leading
brands and experts provide insight, analysis
and proprietorial content, attracting over
6 million digital contact points every
month. Our approach capitalises on the
inherent strength of these brands to create
integrated solutions for our international
blue-chip customers.
The Lawyer
The Lawyer is the most trusted brand for the
UK legal profession and a leading provider
of intelligence to the global legal market,
delivered via a scalable digital platform.
The Lawyer has built on its 35-year
heritage of delivering incisive commentary
and cutting-edge analysis of the UK legal
market, continuing to broaden its offering
to develop a more international business
providing market intelligence to the world’s
largest law firms. This privileged position
enables it to connect law firms with the
in-house legal community in a unique way.
The Lawyer counts 90% of the top 50 UK
and top 50 US law firms in London among
its corporate subscribers.
XEIM
THE LAWYER
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
05
STRATEGIC REPORT
Strategy
CONTINUED
MAP23
Our strategic focus is to create shareholder
value by delivering the targets set out two
years ago under MAP23: raising Group
Adjusted EBITDA margins to 23% by 2023
and increasing revenue to £45m.
Our resilience during the recent
macroeconomic uncertainty, our organic
revenue growth, increase in profitability in
2022 and ability to generate cash, together
with the strength of our balance sheet,
evidences the progress that Centaur is
making towards MAP23 and our longer-
term vision.
The Group intends to deliver the targets
through a combination of profitable
organic revenue growth and operational
cost leverage.
To achieve this, we will be:
• Gaining a deep understanding of the
ever increasing and sophisticated needs
of our customers;
• Delighting our customers through
excellent customer service;
• Developing our digital offering through
new products, services, technology
and data;
• Creating further opportunities for growth
through The Lawyer and Xeim’s wider
portfolio of brands, with an increasing
focus on cross-selling their suite of
products and services to enterprise
clients to drive up revenue per client;
• Investing in marketing, building out
the knowledge and skill set of our
marketing teams to increase brand
profile and sell our products to a
broader range of international clients;
• Improving our marketing and legal
sector leading paid-for-subscription
products; and
• Continuing to leverage our cost
base by managing costs tightly as
revenue grows.
Revenue model
Our business model is integral to how we
will deliver MAP23. Centaur’s business
consists of Xeim and The Lawyer, and we
report revenue under six core revenue
streams:
• Premium Content comprising
subscription-driven paid content
services;
• Training and Advisory from marketing
consultancy, digital learning and online
training courses;
• Marketing Services from campaign
management and marketing automation;
• Events including sponsorship and
delegate revenue from conferences,
awards and large-scale events;
• Marketing Solutions that includes
display and bespoke client
campaigns; and
• Recruitment Advertising being sector
focused.
Three-year plan to grow revenue to £45m and EBITDA
margin to 23% by 2023
An international provider of market intelligence, training
and specialist consultancy
MAP 23
Flagship 4
• MW Mini MBA
• Econsultancy
• Influencer Intelligence
• The Lawyer
Core Brands
Customer focus
• Sell more to existing
customers
• Optimise pricing
• Cross-sell Xeim
• Cross-sell between Xeim
and The Lawyer
Investment
• Systems
• Data
• People
New products
• Enhanced content
offerings
• Digital subscriptions
International growth
Control of costs
www.centaurmedia.com
06
Revenue from outside the United Kingdom
has increased by 5% to £15.1m in 2022
in part as a result of an uplift of 21% in
revenue from Europe.
The chart below shows which brands derive revenue from each
revenue stream:
Brand
Premium
Content
Training and
Advisory
Marketing
Services Events
Marketing
Solutions
Recruitment
Advertising
Xeim
Econsultancy
✔ ✔ ✔ ✔
Influencer
Intelligence
✔
MW Mini MBA
✔
Festival of
Marketing
✔
Oystercatchers
✔ ✔
Marketing
Week
✔ ✔ ✔
Fashion &
Beauty Monitor
✔
Foresight News
✔
Creative Review
/Design Week
✔ ✔ ✔ ✔
Really B2B
✔
The Lawyer
✔ ✔ ✔ ✔
Revenue 2022
(% of total)
35% 35% 7% 11% 9% 3%
20222021
Revenue £m
45.0
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0. 0
32%
8%
33%
10%
13%
4%
35%
7%
35%
11%
9%
3%
Recruitment Advertising
Marketing Solutions
Events
Marketing Services
Training and Advisory
Premium Content
Through our focus on the Flagship 4, we have continued to improve the quality of our
revenue with 77% of total revenue in 2022 coming from our valuable Premium Content,
Training and Advisory and Marketing Services recurring revenue streams (2021: 74%).
Revenue
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
07
STRATEGIC REPORT
THE LAWYER XEIM
Strategy
CONTINUED
To achieve our immediate MAP23
ambitions, we will continue to focus
investment and resource allocation on the
Flagship 4 – the four brands we consider
our key drivers for profitable revenue
growth – and invest in the Core Brands
that support Xeim’s growth. Across Xeim,
we will continue to cross-sell our brands to
the top 200 marketing spenders through
Xeim Engage and generate Marketing
Solutions revenues. At The Lawyer, we will
invest in data-led product development
for the top 100 law firms in the UK and US,
whilst expanding our market penetration
by delivering more content for the top
European law firms and the UK mid-tier law
firms.
Flagship 4
The Lawyer
The Lawyer – the most trusted brand for
the UK legal profession and a leading
provider of intelligence to the global
legal market delivered via a scalable
digital platform. Its main corporate
information service, together with
related subscriptions products Signal
and Litigation Tracker, are used by 90%
of the top 100 law firms in London. Its
loyal customer base gives The Lawyer
the confidence to continue to develop
additional products and services in 2023.
These Premium Content services are
enriched by the networking and thought
leadership from an entirely live schedule
of conferences and The Lawyer UK
Awards.
Over the next three years, The Lawyer will
continue its transition from a traditional
media brand to a content and data-led
research and intelligence business.
Combining unique data with market
commentary and insights, it will continue to
develop high-quality subscription products
delivered through an improved customer
experience.
Econsultancy
Econsultancy guides, supports and enables
customers to achieve excellence in digital
marketing and ecommerce. Its focus is on
combining learning content and thought
leadership with practical applications and
tools to support marketers.
In September, we launched a new
integrated LMS system, which has added
additional learning channels, improved
digital skills index assessment tools, digital
skills cloud and single sign-on functionality.
As a result, we are seeing an uplift in
renewals and an improvement in user
engagement supported with new pricing
and packages.
Looking ahead, Econsultancy’s product
enhancement will continue to underpin
its ‘multi-touch learning’ strategy, which
combines consultancy and online
subscription training services at scale with
large organisations such as Unilever and
PepsiCo.
Influencer Intelligence
Influencer Intelligence provides expertise
and support to help customers select
influencers, measure performance and
manage the success of their marketing
campaigns. The combination of our data-
driven influencer marketing platform and
specialist in-house analyst team helps
businesses navigate the influencer and
celebrity marketing landscape.
This results in a highly renewable
subscription product with a loyal customer
base particularly in the fashion and retail
sectors. Our challenge has been to scale
the number of influencers on the platform
and retain the level of detailed analytics, as
we require manual inputs and insight from
our research and content team.
In 2023, we will continue with the same
strategy and the provision of detailed
analytics and information for customers.
Our content is respected for trends
analysis, events coverage and essential
contact information for the people in the
industry that matter, and this is where we
will focus.
Our portfolio
www.centaurmedia.com
08
MW Mini MBA
Marketing Week’s Mini MBA distils the core
marketing module of a full MBA programme
into an easily digestible and thoroughly
engaging 12-week course with on-demand
modules prepared and moderated by
Professor Mark Ritson.
Since its launch in 2016, the MW Mini MBA
has grown to be Centaur’s largest brand with
over 24,000 delegates from across the globe
driven by corporate multi-seat packages and
online sales. This year we also launched the
MW Mini MBA Alumni Network – an annual
membership platform – which gives the user
continued access to their course material
and the ability to post, network and engage
with the MW Mini MBA team via Q&As and
additional learning functionality.
To build on last year, we have a third
marketing course in production for release
in 2023. We will also enhance the existing
MW Mini MBA in Brand Management
course supported by focused advertising
and promotion.
Core Brands
Outside the Flagship 4, our portfolio of
Core Brands will continue to support
Centaur’s growth and play an important
role in creating opportunities for Xeim,
through the cross-selling of our products
and services, introducing us to a wider
customer base and demonstrating the
breadth of our business intelligence
products and services. These include:
• Marketing Week – for over 40 years,
the most influential source of marketing
information in the UK. In 2023, we will
continue to generate revenue from
marketing solutions, lead generation
services, subscriptions, proprietary
research, white papers and the annual
MW Awards event;
• MW Festival of Marketing – an annual
thought leadership, learning and
networking event that has become a
leading and influential event dedicated
to ambitious marketers. After running
the event virtually in the previous two
years, it was wonderful to hold a hybrid
Festival in March and an in-person
Festival in October. We plan to discover,
learn and connect with more of our
customers in-person at the Festival and
related masterclass events in 2023;
• Oystercatchers – as one of the
Financial Times’ most highly regarded
management consultancies in the
UK, Oystercatchers has differentiated
itself by providing best-in-class agency
pitch and business performance
transformation advice to its clients; and
• Really B2B – this Marketing Services
business delivers creative campaigns,
lead generation and Account Based
Marketing services to drive its clients’
marketing ROI. The brand continues to
generate leads and provide solutions
for clients across the Xeim portfolio and,
after a strategy reset, is now positioned
for growth in 2023.
Driving performance
at Xeim
Xeim is able to position and cross-sell
multi-brand offerings for the benefit of
our customers by understanding how
the brands interact most effectively with
each other.
Xeim provides marketers with training,
information and in-depth consulting
services by utilising the content and
expertise across the portfolio. We deliver
transformational programmes for our
customers by providing diagnostic tools,
best practice guides, case studies, thought
leadership and curated training services
to support the customer need. We also
deliver content-led marketing solutions
and networking opportunities to enable
marketers to drive awareness and generate
leads and business contacts.
Annual Report and Financial Statements for the year ended 31 December 2022
www.centaurmedia.com
09
STRATEGIC REPORT
Strategy
CONTINUED
Group strategy
Over the last two years, we have
relentlessly pursued our brand-led strategy
targeting margin acceleration to 2023
(MAP23). Building on the foundations from
MAP23, we are planning to achieve a step-
change in valuation with a transformational
growth strategy, developed by the Centaur
Strategy Group.
This will see the business complete the
transition from a B2B media product-
led organisation to a customer-centric
intelligence business, with the mission of
building on our heritage of informing and
connecting our customers by providing the
skills and business intelligence to enable
them to create great organisations in
changing and challenging environments.
In doing so, we will provide tech-enabled,
intelligence and learning solutions to
senior leaders of blue-chip companies and
law firms to generate high value revenue
streams.
Centaur’s leading brands and domain
expertise provide a strong foundation from
which to build out and achieve success
with this strategy. We will be targeting a
market opportunity of £0.8bn in the UK,
whilst creating a platform to access an
international market opportunity of a further
£2.9bn in the US and EU markets
1
. By
2026, we anticipate the Centaur business
having shifted towards a more focused
offering with repeatable, high-value
revenue streams from a higher proportion
of blue-chip customers.
Integrated senior leadership offering
Specific solutions for teams
Business intelligence,
insight and application
Best practice
and skills
trainings
External
vendor
selection
Performance
measurement
information
News and
trends insight
Benchmarking data and
trend analysis
P2P knowledge sharing
What does
good look like?
Where is
my business
in relation
to this?
How do I close
that gap?
How do I
prove that
we got there?
Where
do we go
next?
Thought
leadership
and how
to apply it
Deploy
the
strategy
Prove
outcomes
Set the agenda
1
Business intelligence, structured information, knowledge management and learning spend at large B2B & B2C companies and top UK and US law firms
www.centaurmedia.com
10