5 December 2024
FUTURE plc
2024 FULL YEAR
RESULTS
Growth Acceleration Strategy
delivering good progress
H2 momentum driving the
return to organic growth
Future plc (LSE: FUTR, "Future",
"the Group"), the global platform for specialist media, today
publishes its results for the year ended 30 September
2024.
Highlights
Financial results for the year
ended 30 September 2024
Adjusted results¹
|
FY 2024
|
FY 2023
|
Reported
Var
|
Constant currency
var
|
Organic
Var
|
Revenue (£m)
|
788.2
|
788.9
|
flat
|
+1%
|
+1%
|
Adjusted EBITDA (£m)
|
239.1
|
276.8
|
(14)%
|
(12)%
|
n/a
|
Adjusted operating profit
(£m)
|
222.2
|
256.4
|
(13)%
|
(11)%
|
n/a
|
Adjusted operating profit margin
(%)
|
28%
|
32%
|
(4)ppt
|
(4)ppt
|
n/a
|
Adjusted diluted EPS
(p)
|
123.9
|
140.9
|
(12)%
|
n/a
|
n/a
|
Adjusted free cash flow
(£m)
|
222.3
|
253.2
|
(12)%
|
n/a
|
n/a
|
Statutory results
|
FY
2024
|
FY
2023
|
Reported
Var
|
|
|
Revenue (£m)
|
788.2
|
788.9
|
flat
|
|
|
Operating profit (£m)
|
133.7
|
174.5
|
(23)%
|
|
|
Operating profit margin
(%)
|
17%
|
22%
|
(5)ppt
|
|
|
Profit before tax (£m)
|
103.2
|
138.1
|
(25)%
|
|
|
Diluted EPS (p)
|
66.8
|
94.1
|
(29)%
|
|
|
Cash generated from operations
(£m)
|
230.0
|
241.0
|
(5)%
|
|
|
1 The Glossary section of this document provides definitions
of, and reconciliations to, adjusted measures.
Financial highlights
● Revenue
was flat year-on-year at £788.2m (FY 2023: £788.9m), with +1%
organic growth, offset by adverse foreign exchange (mainly
USD).
○ The
Group returned to year-on-year organic revenue growth of +1%, with
a strong H2 performance, up +5%.
○ UK
revenue grew by +6% on an organic basis driven by Media +13% with
continued very strong growth in Go.Compare, up +28%, B2B recorded
+2% growth whilst B2C saw a (6)% decline, impacted by market
conditions and the weight of Magazines.
○ US
revenue fell by (6)% on an organic basis, with an improving trend
with H2 flat. This was driven by Media, with digital advertising
returning to organic year-on-year growth in H2 of +2%, with further
acceleration in Q4.
●
Profitability was in line with expectations with 28% adjusted
operating margin reflecting investment from the previously
announced Growth Acceleration Strategy (GAS), resulting in an
adjusted operating profit decline of (13)% to £222.2m (FY 2023:
£256.4m). Statutory operating profit was down (23)% to £133.7m (FY
2023: £174.5m) mainly reflecting adjusted operating profit
movement.
● The
Group remains highly cash generative with adjusted free cash flow
of £222.3m (FY 2023: £253.2m), representing 100% of adjusted
operating profit (FY 2023: 99%). Cash generated from operations was
£230.0m (FY 2023: £241.0m).
● Leverage
reduced to 1.1x (FY 2023: 1.3x) with net debt at the end of the
year of £256.5m (FY 2023: £327.2m). Total available debt facilities
at the end of September 2024 were £650m (FY 2023:
£900m).
● £68.6m
was returned to shareholders during the year comprising £64.7m
through share buybacks (FY 2023: £13.0m) and dividends of £3.9m (FY
2023: £4.1m). New share buyback programme for up to £55m starting
in January 2025.
Growth Acceleration Strategy (GAS)
● In
December 2023, we launched the Growth Acceleration Strategy (GAS)
to ensure Future is well-positioned to capitalise on future
opportunities in its attractive and growing markets. This is a
two-year investment programme of £25m-£30m to drive acceleration in
a compounding model.
● We've
made good progress in the first year of the plan, resulting in the
Group's return to organic growth. We've added over 100 new team
members across sales, editorial and back office and progress
against our three strategic pillars includes:
●
Growing a highly engaged and
valuable audience - increased focus on brand leadership and
content to drive premium monetisation:
○ Online
users2 continued to stabilise in H2 2024, with users
finishing the year down (6)% at 226m, with growth in Technology and
Gaming verticals (FY 2023: 241m). Sessions2 were up +2%
year-on-year with an increase in sessions per user.
○
Off-platform users grew to 250m (FY 2023: 240m), driven by Apple
News and social media followers.
○
Announcing today a strategic partnership with Open AI to bring our
content to Open AI's users, creating new ways for users to engage
with our content. The partnership is not financially
material.
●
Diversifying and increasing
revenue per user - adding new routes of monetisation and
driving market-leading positions to improve yield:
○ Branded
content growth of +9% to support the move to premium monetisation
of our online audience.
○ Vouchers
grew +40% and now contribute £13.0m of revenue.
○
Go.Compare growth of +28% driven by strong car insurance
performance and good progress in other insurance
categories.
○ B2B
returned to year-on-year growth with organic revenue growth of
+2%.
●
Optimising our
portfolio
Ensuring we have the right
portfolio of assets is a continuous process. During the year, we
announced the closure of a small number of non-core or low to no
growth assets to ensure the Group is best positioned for
sustainable growth.
●
A clear focus for FY
2025
As we look to complete GAS, our
focus will be to:
○
Yield our editorial
investment
○
Improve
monetisation
○
Diversify Go.Compare
revenue
Whilst continuously reviewing our
portfolio, applying our capital allocation and maintaining strong
financial characteristics.
Board changes
● As
previously stated, on 18 October 2024, we announced that Jon
Steinberg (CEO) would be stepping down in 2025. The Board has
initiated a search for his replacement and will provide an update
on the search when appropriate.
● Sharjeel
Suleman joined the Company's Board as Chief Financial Officer on 16
September 2024.
Outlook
● Our
return to revenue growth in H2, driven by the execution of GAS,
puts the Group in a good position to achieve current market
expectations for FY 2025. We expect to continue to operate at an
adjusted operating profit margin of 28% for the coming year
reflecting the planned incremental GAS costs, and to maintain
strong cash conversion.
● Beyond FY 2025, we now expect to deliver accelerating organic
revenue growth, in line with current market
expectations.
Jon Steinberg, Future's Chief Executive,
said:
"We launched our Growth
Acceleration Strategy one year ago and have made good strategic
progress. We have invested in sales and editorial roles,
successfully diversified and grown revenue per user, and we have
further optimised our portfolio. Importantly, the Group has
returned to organic revenue growth during the year, underpinned by
a strong H2 performance.
"The execution of our strategy combined with our strong
financial characteristics, including a flexible cost base and
highly cash generative profile, creates further optionality and
positions the business well.
"Looking ahead, whilst we remain mindful of the macro
environment and the ongoing evolution of the media landscape, we
are confident that the ongoing execution of our Growth Acceleration
Strategy will drive long-term accelerating organic revenue
growth."
Presentation
A live webcast of the analyst
presentation will be available at 09.30 am (UK time) today
at: https://stream.brrmedia.co.uk/broadcast/6723a410c86085b1bff5e096
A copy of the presentation will be
available on our website at: https://www.futureplc.com/investor-results/
A recording of the webcast will
also be made available.
The definitions below apply
throughout the document.
1) A reconciliation of adjusted
results to statutory measures is included in the Glossary section
at the end of this document.
2) Online users defined as the
average monthly total daily users over the financial period from
Google Analytics.
Online sessions defined as the
average monthly total daily sessions over the financial period from
Google Analytics.
Enquiries:
Future plc
|
+44 (0)122 544 2244
|
Jon Steinberg, Chief Executive
Officer
|
|
Sharjeel Suleman, Chief Financial
Officer
|
|
Marion Le Bot, Head of Investor
Relations
|
+44 (0)777 564 1509
|
|
|
Media
|
|
Headland
|
+44 (0)203 805 4822
|
Stephen Malthouse, Charlie Twigg,
Rob Walker
|
|
future@headlandconsultancy.com
|
|
About
Future
We are the platform for creating and distributing trusted,
specialist content, to build engaged and valuable global
communities. We operate ~200 brands in diversified content
verticals, with multiple market leading positions and three core
monetisation frameworks: advertising, eCommerce affiliate and
direct consumer monetisation (subscriptions and newstrade magazine
sale). Our content is published and distributed through a range of
formats including websites, email newsletters, videos, magazines
and live events. The successful execution of our strategy is
focused on three pillars: grow engaged audience, diversify and grow
revenue per user and optimise the portfolio.
Chief Executive Officer's review
Media has always been, and will
always be, one of the most dynamic industries. Therefore, the
agility to lean into opportunities and capacity to fund growth
opportunities are paramount to deliver sustainable revenue growth.
This is the genesis of the Growth
Acceleration Strategy or GAS, announced at the full year results
in December 2023, our investment programme to return the Group to
organic revenue growth in FY 2024, whilst maintaining our strong
financial characteristics of healthy adjusted operating margins
(28-30%) and strong cash flow generation.
Our strategy is structured around
a simple equation: reach valuable audiences and grow Revenue Per
User and apply this to as many monetisation routes available,
whilst optimising our portfolio to accelerate value creation. We
set into FY 2024 with five key objectives articulated around our
three strategic pillars:
1. Invest
in content
2.
Diversify audience and revenue
3. Drive
US digital advertising
4.
Optimise the portfolio
5.
Maintain strong financial characteristics and apply our capital
allocation framework
1. Invest in
content
Central to our business model is
great content which drives the passionate, intent-led and therefore
valuable audience. Our quality of content supported by investment
is really core to our operating model. It is embodied by our
content strategy.
During the year, we hired ~50
incremental editorial heads to support content creation, across
news, how-to and buying guides. This has resulted in increased
output during the year with the number of articles created or
updated up by over 15% and with further enhanced tight
collaboration between our audience and editorial teams to ensure
our content meets audience expectations.
2. Diversify audience and
revenue
Diversification is the key to
resilience and sustainability in a market that evolves constantly.
During the year, we have made progress on diversifying our
acquisition of audience, notably in social media (FY 2024: 221m, FY
2023: 217m) and email newsletters (FY 2024: 16m, FY 2023: 15m).
Email newsletter subscribers are a loyal audience, with rich
first-party data that feeds into our data audience platform,
Aperture, which in turn enables more effective contextual premium
advertising. Today, we are announcing a strategic partnership with
Open AI to bring our content to Open AI's users, creating new ways
for users to engage with our content. The partnership is not
financially material.
In terms of diversification of
revenue, we have seen very strong growth in Go.Compare (+28%) and a
return to modest organic growth in B2B (+2%). Within Go.Compare, we
also drove strong growth outside car insurance - our main revenue
stream - with 36% (+1ppt year-on-year) of revenue now coming from
these other strategic verticals. In terms of revenue streams, the
Group continuously looks for new growth in adjacent revenue
streams. A good example of this is vouchers - which now represent
£13.0m of revenue, compared to less than £9m in FY 2022. More
recently, branded content represents a new route to growth. During
the year we established a branded content centre of excellence,
Future Creative, which contributed to the +9% of growth during the
year of branded content revenue.
3. Drive US digital
advertising
The US market is 8 times bigger
than the UK, yet our US digital advertising revenue is only 2.5
times our UK digital advertising revenue, highlighting the
opportunity. To fuel this initiative, we have reorganised our US
sales force, added talent to the team as well as unified our sales
commission approach. This has been combined with the launch of
Future Creative, our branded content centre of excellence, to drive
the sale of premium packages, including direct campaigns. The focus
in digital advertising is to capture more value from our existing
valuable audiences by moving inventory to premium direct
advertising. During the year, in the US we have moved +2ppt of
advertising revenue into premium direct advertising. Although
market dynamics in US digital remain challenging, we are performing
well with a return to growth in H2 (+2%) and an accelerated exit
rate in Q4 to +6%.
4. Optimise the
portfolio
Optimising our portfolio is a
continuous process driving focus and accountability to ensure
execution of our strategy. We continuously
assess our assets to ensure they are strategic, poised for growth
and/or cash generative. During the year, we closed brands that did
not meet these criteria, representing approximately £15m of
annualised revenue.
Earlier in the year we segmented
the Group into three distinct businesses with newly appointed
business leaders: B2C, Go.Compare and B2B. This new structure will
make the Group more agile and less complex, enabling faster and
focussed execution of the strategy to deliver improved
growth.
The Board will continue to keenly
appraise performance and will actively look at further options to
accelerate value creation across the Group's business
units.
5. Maintain strong financial
characteristics and apply our capital allocation
framework
The Group continues to have strong
financial characteristics of high margins and strong cash
generation. Adjusted free cash flow conversion of 100% represented
£230.0m cash generated from operations. Our capital allocation
framework was applied to optimise value creation. During the year,
we repaid £93.0m of gross debt and returned £68.6m to shareholders
through our annual dividend and two share buyback programmes, of
which the last one completed post our financial year-end in October
2024. We have also announced a new share buyback programme of up to
£55m starting in January 2025. The Group will return excess free
cash to shareholders such that the Group maintains a minimum
leverage of 1x.
Execution underpinned by values
I continue to be extremely
impressed by the depth of talent and energy throughout Future, and
I want to personally thank our colleagues for their hard work. I am
incredibly proud to be leading this organisation.
As a responsible business
everything we do is underpinned by our purpose and values which
fosters an aligned culture across the organisation and looks to
ensure we create value for all stakeholders. We are extremely
fortunate that our brands give us the platform and opportunities to
influence and inspire people across the globe to encourage positive
change.
Outlook
● Our
return to revenue growth in H2, driven by the execution of GAS,
puts the Group in a good position to achieve current market
expectations for FY 2025. We expect to continue to operate at an
adjusted operating profit margin of 28% for the coming year
reflecting the planned incremental GAS costs, and to maintain
strong cash conversion.
● Beyond FY 2025, we now expect to deliver accelerating organic
revenue growth, in line with current market
expectations.
Financial summary
The financial summary is based
primarily on a comparison of results for the year ended 30
September 2024 with those for the year ended 30 September
2023.
|
FY 2024
£m
|
FY
2023
£m
|
Revenue
|
788.2
|
788.9
|
Adjusted EBITDA
|
239.1
|
276.8
|
Adjusted operating profit
|
222.2
|
256.4
|
Adjusted profit before tax
|
191.8
|
221.3
|
|
|
|
Operating profit
|
133.7
|
174.5
|
Profit before tax
|
103.2
|
138.1
|
|
|
|
Basic earnings per share (p)
|
67.2
|
94.7
|
Diluted earnings per share (p)
|
66.8
|
94.1
|
Adjusted basic earnings per share (p)
|
124.6
|
141.8
|
Adjusted diluted earnings per share (p)
|
123.9
|
140.9
|
The Directors believe that
adjusted results provide additional useful information on the core
operational performance of the Group and review the results on an
adjusted basis internally. Refer to the Glossary section at the end
of this document for a reconciliation between adjusted and
statutory results.
Revenue
Revenue movement1
|
FY 2024
vs
FY
2023
%
|
Organic growth
|
+1%
|
Impact of acquisitions and
disposals
|
-
|
Year-on-year growth at constant rate
|
+1%
|
Impact of foreign
exchange
|
(1)%
|
Reported revenue change
|
flat
|
1 The Glossary section of this document provides definitions
of, and reconciliations to, adjusted measures.
Group revenue was flat
year-on-year at actual currency, with a +1% organic growth offset
by adverse foreign exchange. FY 2023 acquisitions which have not
been acquired for a full financial year and FY 2024 disposals and
closures contributed a net £13.6m (FY 2023: £13.7m) of
revenue in the year.
Revenue
|
FY 2024
£m
|
FY
2023
£m
|
YoY
Var
|
Organic
YoY
Var
|
Advertising & other
|
78.8
|
86.9
|
(9)%
|
(9)%
|
eCommerce affiliates
|
237.2
|
193.9
|
+22%
|
+22%
|
Media
|
316.0
|
280.8
|
+13%
|
+13%
|
Magazines
|
188.0
|
195.8
|
(4)%
|
(4)%
|
Total UK
|
504.0
|
476.6
|
+6%
|
+6%
|
Advertising & other
|
146.4
|
159.1
|
(8)%
|
(4)%
|
eCommerce affiliates
|
66.1
|
75.0
|
(12)%
|
(10)%
|
Media
|
212.5
|
234.1
|
(9)%
|
(6)%
|
Magazines
|
71.7
|
78.2
|
(8)%
|
(5)%
|
Total US
|
284.2
|
312.3
|
(9)%
|
(6)%
|
|
|
|
|
|
Advertising &
other
|
225.2
|
246.0
|
(8)%
|
(6)%
|
eCommerce
affiliates
|
303.3
|
268.9
|
+13%
|
+15%
|
Media
|
528.5
|
514.9
|
+3%
|
+5%
|
Magazines
|
259.7
|
274.0
|
(5)%
|
(5)%
|
TOTAL REVENUE
|
788.2
|
788.9
|
flat
|
+1%
|
Revenue by
geography
UK revenue increased by +6%
or +£27.4m to £504.0m (FY 2023: £476.6m) and accelerated in H2 to
+8%. The improvement in H2 was driven by continued solid growth in
Go.Compare (H2: +26%, FY: +28%)) combined with a return to organic
growth in eCommerce product and rewards (H2: +50%, FY: +5%).
Organic digital advertising remained under pressure (H2:(16)%, FY:
(16)%) but was stable half-over-half. The UK strong result is
driven by a well-diversified revenue mix, despite a high proportion
of magazines revenue (37%) which are in secular decline.
US revenue declined by (9)%
or £(28.1)m to £284.2m (FY 2023: £312.3m), including the negative
impact of foreign exchange and from acquisitions made in FY 2023.
Organic revenue was down (6)% in the year but flat in H2. The
improvement was driven by +2% growth in digital advertising in H2
(FY 2024: (5)%).
Revenue by
type
Media revenue increased by
+£13.6m or +3% to £528.5m (FY 2023: £514.9m) and +5% on an organic
basis.
Organic digital advertising revenue declined by
(8)% due to challenging market conditions. While there were lower
online users year-on-year, we had an overall increase in sessions.
Notably there was an improved trend in H2 which was only down (4)%
with the US showing growth of +2%. During the year our yields were
stable, as a result of improved sales effectiveness and improvement
in direction of digital advertising mix. This demonstrates the
Group's ability to deliver valuable audiences to
advertisers.
Organic affiliate revenue grew by +15% during
the year and +20% in H2, with the very strong continued growth in
Go.Compare (FY:+28%, H2: +26%), combined with a return to growth in
H2 of eCommerce products and vouchers of +14% (FY: (7)%). This
performance highlights the benefit of having diversified revenue
streams. In eCommerce products, we have been impacted by the wider
macroeconomy and its impact on consumers. As a result there have
been fewer views of our buying guides. However we have seen
improving trends in H2, notably on average basket size which ended
flat year-on-year. In our price comparison business, performance
continued to be strong, notably in car and home insurance,
benefiting from a high volume of quotes due to high renewal premia
and we have continued to make progress on our strategy of
diversification with 36% of the revenue now coming outside of car
insurance.
Magazine revenue declined by
£(14.3)m or (5)% to £259.7m (FY 2023: £274.0m). Magazine organic
revenue was also down (5)% year-on-year. Subscriptions, which
account for 50% of Magazines revenue, experienced a (3)% organic
decline, mainly in specialist brands, with more resilience in
premium brands driven by favourable pricing. The rest of the
magazine portfolio was down (6)% organically in-line with secular
trends.
Revenue by
division
Following the Group reorganisation
announced during FY 2024, going forward we will be focussing on
revenue analysis by division.
This structure will be fully
effective during FY 2025, including financial
monitoring.
REVENUE
|
FY
2024
|
FY
2023
|
Reported
change
|
Organic
change
|
B2C
|
523.1
|
567.1
|
(8)%
|
(6)%
|
Go.Compare
|
202.7
|
158.5
|
+28%
|
+28%
|
B2B
|
62.4
|
63.3
|
(1)%
|
+2%
|
Total revenue
|
788.2
|
788.9
|
flat
|
+1%
|
Revenue for B2C was impacted by the challenging
digital advertising market, as well as lower consumer spend in
affiliate products. Whilst we continue to see secular decline in
magazines, which is nearly 50% of the B2C division, there was an
improving trend in H2, with B2C declining by (1)% on an organic
basis in the second half of the year.
Revenue for our price comparison
business Go.Compare grew
+28% in the year, with continued strong growth in H2 despite
challenging comparators. This solid performance is driven by
favourable market conditions and effective marketing, combined with
progress on strategic verticals which now represent 36% of
Go.Compare's revenue. During the year, Go.Compare gained market
share and is now #2 in car insurance.
Organic revenue in our
B2B business grew by +2% in
the year, with a slowdown in H2 to (7)% driven by challenging
market conditions, notably with technology clients offset by volume
growth from lead generation and email newsletters. During the year,
we have unified our B2B business under one fully integrated
organisation, from products to sales to operations, to drive growth
opportunities.
Operating profit
Cost of sales including
distribution costs (see note 3) were up 7% year-on-year as a result
of a change in revenue mix. The robust revenue growth in Go.Compare
includes PPC (pay per click) costs, which have been offset by lower
Magazine cost of sales rates. During the year the Group refined its
policy for allocating costs between costs of sales and overheads.
This is a change in presentation which has been applied
prospectively. Applying the same methodology to prior year
comparatives would increase cost of sales and reduce other
administration expenses by £5.9m. See note 3 to the financial
statements for further details.
Other costs have increased by 5%
year-on-year reflecting Growth Acceleration Strategy investment,
including the recruitment of net 112 people during the year to
drive editorial content output as well as US sales capabilities,
combined with a 5% average pay rise awarded to colleagues from
January 2024, which increased salary and wages costs.
As a result, adjusted operating
profit margin has declined by (4)ppt to 28% (FY 2023: 32%). Being
able to deliver a margin of 28% despite investment in the Growth
Acceleration Strategy combined with inflationary pressures within
wages, the largest cost, is a testament to the strength of the
Group, with a year-on-year reduction in adjusted operating profit
by £(34.2)m to £222.2m (FY 2023: £256.4m), including the negative
impact of foreign exchange translation. The diversified revenue and
strong financial characteristics of the Group, even in a
challenging macroeconomic environment, have provided clear
benefits. Statutory operating profit decreased by £(40.8)m to
£133.7m (FY 2023: £174.5m) and statutory operating margin decreased
by (5)ppt to 17% (FY 2023: 22%), primarily driven by the investment
in the Growth Acceleration Strategy and inflation.
Earnings per share
|
FY 2024
|
FY
2023
|
Basic earnings per share
(p)
|
67.2
|
94.7
|
Adjusted basic earnings per share
(p)
|
124.6
|
141.8
|
Diluted earnings per share
(p)
|
66.8
|
94.1
|
Adjusted diluted basic earnings
per share (p)
|
123.9
|
140.9
|
Basic earnings per share is
calculated using the weighted average number of ordinary shares in
issue during the period of 114.4m (FY 2023: 119.8m), the decrease
reflecting the share buyback programmes.
The Glossary section at the end of
this document provides the definition of adjusted earnings per
share and a reconciliation to reported earnings per
share.
Transaction and integration related costs
Transaction and integration
related costs of £5.9m incurred in the year reflect £3.5m of
professional fees to support portfolio optimisation across the
Group's divisions,
£1.6m of post-integration IT system costs and
associated fees and £0.8m of transaction-related legal fees (FY
2023: £5.3m of deal-related fees, £2.0m of restructuring costs net
of £0.8m released following settlement of provision for historical
legal claims recognised on the Dennis opening balance sheet, and
£0.9m onerous property costs).
Exceptional items
Exceptional costs incurred in the
year include a £4.5m impairment of acquired intangible assets
following brand closures in the year, primarily relating to iMore,
a brand acquired as part of the Mobile Nations acquisition in 2019,
£1.7m (FY 2023: £0.9m) relating to properties which became onerous
and were treated as exceptional in prior years and £0.8m (FY 2023:
£6.4m) relating to restructuring costs.
Other adjusting items
Amortisation of acquired
intangibles of £66.7m (FY 2023: £59.4m) includes £11.0m accelerated
amortisation of the Look After My Bills ('LAMB') brand and customer
lists, arising from the Go.Compare acquisition. The useful economic
lives of the LAMB assets were reduced during the year, with
the revised lives ending on 30 September 2024, following the
cessation of active management of the business, which by 30
September 2024 was closed.
Share-based payment expenses
relating to equity-settled share awards with vesting periods longer
than twelve months, together with associated social security costs,
increased by £1.1m to £8.9m (FY 2023: £7.8m). Share based payment
expenses are excluded from the adjusted results of the Group as the
Directors believe they result in a level of charge that would
distort the user's view of the core trading performance of the
Group, and include the historical one-off all-employee Value
Creation Plan scheme where a charge is booked irrespective of the
likelihood of achieving the vesting targets.
Net finance costs and refinancing
Following a review of its
committed facilities and expected utilisation, the Group reduced
the commitments on its Revolving Credit Facility ('RCF') from
£500.0m to £350.0m on 16 February 2024 and on its Export
Development Guarantee ('EDG') term facility from £400.0m to £300.0m
on 29 February 2024. At 30 September 2024, 53.8% (£350.0m of
£650.0m) of the Group's facilities remained undrawn (30
September 2023: 56.1% (£504.8m of £900.0m) undrawn).
Net finance costs decreased to
£30.5m (FY 2023: £36.4m) which includes net external interest
payable of £25.9m reflecting the reduction in the Group's debt;
£3.9m in respect of the amortisation of arrangement fees relating
to the Group's bank facilities; and £0.2m increase in fair value of
contingent consideration relating to the ActualTech acquisition
which was settled on 31 January 2024. A further £1.7m of net
interest was recognised in relation to lease
liabilities.
At 30 September 2024, 100.0% (FY
2023: 75.9%) of the Group's variable interest rate exposure was
hedged, via interest rate swap agreements on a notional £300.0m (FY
2023: £300.0m) of the Group's EDG term facility, at an effective
fixed rate of 6.39% (FY 2023: 7.04%) including margin and related
fees.
The swaps have been valued based
on the present value of the estimated future cash flows based on
observable yield curves. An asset and
liability both equalling £1.4m have been recognised on the balance
sheet at 30 September 2024 (30 September 2023: net assets of £5.9m)
with a corresponding decrease in the cash flow hedge
reserve.
Taxation
The tax charge for the year
amounted to £26.4m (FY 2023: £24.7m), comprising a current tax
charge of £37.9m (FY 2023: £44.3m) and a deferred tax credit of
£11.5m (FY 2023: charge of £19.6m). The current tax charge arises
in the UK where the standard rate of corporation tax in FY 2024 is
25% and in the US where the Group pays a blended Federal and State
tax rate of 28%.
The Group's FY 2024 adjusted
effective tax rate was 25.7% (FY 2023: 23.3%). The Glossary section
at the end of this document provides a reconciliation between the
Group's adjusted effective tax charge and statutory effective tax
charge. The increase in rate in FY 2024 reflects the increase in
the UK rate of corporation tax that took effect on 1 April
2023.
The Group's statutory effective
tax rate, inclusive of adjustments in respect of
previous
years, has increased to 25.6% (FY
2023: 17.9%). Excluding the adjustments in respect of
previous years, the FY 2024
statutory tax rate was 24.1% (FY 2023: 24.9%). The difference
between the statutory tax rate of 25.6% and the adjusted effective
tax rate of 25.7% is attributable to the tax effect of a change in
provisions related to accounting for uncertain tax liabilities,
offset by prior year adjustments and other non-deductible
items.
The Group's net deferred tax
liability decreased by £13.7m to £93.5m (FY 2023: £107.2m) mainly
as a result of the amortisation of acquired intangible assets
reducing deferred tax liabilities and the increase of deferred tax
assets for other temporary timing differences.
Dividend
The Board is recommending a final
dividend of 3.4p per share for the year ended 30 September 2024 (FY
2023: 3.4 pence per share), payable on 11 February 2025 to all
shareholders on the register at close of business on 17 January
2025.
Balance sheet
Property, plant and equipment
decreased by £1.6m to £32.8m in the year (FY 2023: £34.4m)
primarily reflecting depreciation of £6.5m, offset by capital
expenditure of £5.7m.
Intangible assets decreased by
£125.7m to £1,513.7m (FY 2023: £1,639.4m) driven by amortisation
(£77.1m), impairment of acquired intangible assets (£4.5m, see note
9 for further detail) and impact of foreign exchange (£55.2m). This
was partially offset by the capitalisation of website development
costs (£11.1m).
Trade and other receivables
decreased by £8.2m to £115.3m (FY 2023: £123.5m) primarily due to
an improvement in cash collection during the year, together with
the impact of foreign exchange.
Trade and other payables decreased
by £6.7m to £121.7m (FY 2023: £128.4m) due to timing of payments
over the year end.
Cash flow and net debt
Net debt at 30 September 2024 was
£256.5m (FY 2023: £327.2m), driven by £93.0m of debt repayments (FY
2023: £52.3m, including repayment of overdraft and net of
arrangement fees) as well as a decrease in cash related to the
share buyback programme which concluded in October 2024.
During the year, there was a cash
inflow from operations of £230.0m (FY 2023: £241.0m) reflecting
strong cash generation. Adjusted operating cash inflow was £236.2m
(FY 2023: £264.5m). A reconciliation of cash generated from
operations to adjusted free cash flow is included in the Glossary
section at the end of this document.
Other significant movements in
cash flows include acquisition of own shares of £63.1m (FY 2023:
£24.5m), lease payments of £6.9m (FY 2023: £6.0m) and a dividend in
the year of £3.9m (FY 2023: £4.1m). Foreign exchange and other
movements accounted for the balance of cash flows.
Going concern
The Group remains highly cash
generative - a consistent feature of the Group - with cash
generated from operations being £230.0m (FY 2023: £241.0m). After
returning £64.7m (FY 2023: £17.2m) to shareholders in the year
through the share buyback programme and annual dividend, leverage
reduced to 1.1x (FY 2023: 1.3x) and net debt reduced to £256.5m (FY
2023: £327.2m).
The Group has produced forecasts
which have been overlaid with several severe but plausible downside
scenarios. These scenarios confirm that even in the most severe but
plausible downside scenarios, the Group is able to generate profits
and positive cash flows.
The scenarios have been modelled
using the Group's existing £350m RCF (which reduces to £315m in
July 2025 before maturing in July 2026) and the £300m UKEF facility
(which amortises over the next three years, with a final bullet
payment on expiry in November 2027). The modelling assumes that the
RCF remains available throughout the assessment period as the
intention is to refinance the facility well before its
maturity. However, the Group has also assessed the impact of
a dysfunctional market, where the Group is unable to refinance the
RCF before its maturity.
The scenarios modelled are
hypothetical and purposefully severe with the aim of creating
outcomes that have the ability to threaten the viability of the
Group. The Group has multiple control measures in place to prevent
and mitigate the scenarios from taking place.
At the year end the Group had net
current liabilities of £70.3m (FY 2023: £7.4m). This is primarily
driven by subscriptions deferred income. The Group has consistently
delivered adjusted free cash flow conversion of around 100% and is
forecast to generate sufficient cash flows to meet its liabilities
as they fall due. The increase in net current liabilities since 30
September 2023 includes the impact of £93.0m debt repayment and
£75.3m in respect of the share buyback programme, which
reduced cash in the year by £63.1m with a £12.2m other financial
liability recognised on the balance sheet at 30 September 2024, as
well as £20.0m of debt becoming due within one year.
After due consideration, the
Directors have concluded that there is a reasonable expectation
that the Group has adequate resources to continue in operational
existence for at least twelve months from the date of this report.
For this reason, the Directors continue to adopt the going concern
basis in preparing the consolidated financial statements for the FY
2024 results.
Consolidated income statement
|
|
|
|
for the year ended 30 September
2024
|
|
|
|
|
|
|
|
|
Note
|
2024
£m
|
2023
£m
|
Revenue
|
1,2
|
788.2
|
788.9
|
Net operating expenses
|
3
|
(654.5)
|
(614.4)
|
Operating profit
|
|
133.7
|
174.5
|
Finance income
|
5
|
1.3
|
0.9
|
Finance costs
|
5
|
(31.8)
|
(37.3)
|
Net finance costs
|
|
(30.5)
|
(36.4)
|
Profit before tax
|
|
103.2
|
138.1
|
Tax charge
|
6
|
(26.4)
|
(24.7)
|
Profit for the year attributable to owners of the
parent
|
|
76.8
|
113.4
|
|
|
|
|
Earnings per Ordinary share
|
|
|
Note
|
2024
pence
|
2023
pence
|
Basic earnings per share
|
8
|
67.2
|
94.7
|
Diluted earnings per
share
|
8
|
66.8
|
94.1
|
Consolidated statement of comprehensive
income
|
for the year ended 30 September
2024
|
|
|
|
|
|
|
2024
£m
|
2023
£m
|
Profit for the year
|
76.8
|
113.4
|
Items that may be reclassified to the consolidated income
statement:
|
|
|
Currency translation
differences
|
(52.7)
|
(42.9)
|
(Loss)/gain on cash flow hedge (net
of tax)
|
|
(4.4)
|
4.4
|
Other comprehensive expense for the year
|
(57.1)
|
(38.5)
|
Total comprehensive income for the year attributable to
owners of the parent
|
19.7
|
74.9
|
Consolidated statement of changes in equity
|
for the year ended 30 September
2024
|
|
|
Issued share
capital
£m
|
Share
premium
£m
|
Capital redemption
reserve
£m
|
Merger
reserve
£m
|
Treasury
reserve
£m
|
Cash flow hedge
reserve
£m
|
Accumulated exchange
differences
£m
|
Retained
earnings
£m
|
Total
equity
£m
|
Note
|
Balance at 30 September
2022
|
|
18.1
|
197.0
|
-
|
581.9
|
(8.0)
|
-
|
70.7
|
201.0
|
1,060.7
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
113.4
|
113.4
|
Currency translation
differences
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(42.9)
|
-
|
(42.9)
|
Gain on cash flow hedge
|
|
-
|
-
|
-
|
-
|
-
|
5.9
|
-
|
-
|
5.9
|
Deferred tax on cash flow
hedge
|
|
-
|
-
|
-
|
-
|
-
|
(1.5)
|
-
|
-
|
(1.5)
|
Other comprehensive income/(expense) for the
year
|
|
-
|
-
|
-
|
-
|
-
|
4.4
|
(42.9)
|
-
|
(38.5)
|
Total comprehensive income/(expense) for the
year
|
|
-
|
-
|
-
|
-
|
-
|
4.4
|
(42.9)
|
113.4
|
74.9
|
Acquisition of own
shares
|
15
|
(0.3)
|
-
|
0.3
|
-
|
(11.4)
|
-
|
-
|
(13.5)
|
(24.9)
|
Share schemes
|
|
|
|
|
|
|
|
|
|
|
- Issue of treasury shares to
employees
|
16
|
-
|
-
|
-
|
-
|
4.1
|
-
|
-
|
(4.1)
|
-
|
- Share-based payments
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
7.6
|
7.6
|
- Current tax on
options
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
- Deferred tax on
options
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
0.6
|
0.6
|
Dividends paid to
shareholders
|
7
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4.1)
|
(4.1)
|
Balance at 30 September 2023
|
|
17.8
|
197.0
|
0.3
|
581.9
|
(15.3)
|
4.4
|
27.8
|
300.8
|
1,114.7
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
|
-
|
76.8
|
76.8
|
Currency translation
differences
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(52.7)
|
-
|
(52.7)
|
Loss on cash flow hedge
|
|
-
|
-
|
-
|
-
|
-
|
(5.9)
|
-
|
-
|
(5.9)
|
Deferred tax on cash flow
hedge
|
|
-
|
-
|
-
|
-
|
-
|
1.5
|
-
|
-
|
1.5
|
Other comprehensive expense for the year
|
|
-
|
-
|
-
|
-
|
-
|
(4.4)
|
(52.7)
|
-
|
(57.1)
|
Total comprehensive income/(expense) for the
year
|
|
-
|
-
|
-
|
-
|
-
|
(4.4)
|
(52.7)
|
76.8
|
19.7
|
Acquisition of own
shares
|
15
|
(1.0)
|
-
|
1.0
|
-
|
-
|
-
|
-
|
(76.7)
|
(76.7)
|
Merger reserve
reduction
|
16
|
-
|
-
|
-
|
(472.9)
|
-
|
-
|
-
|
472.9
|
-
|
Share premium reduction
|
16
|
-
|
(197.0)
|
-
|
-
|
-
|
-
|
-
|
197.0
|
-
|
Share schemes
|
|
|
|
|
|
|
|
|
|
|
- Issue of treasury shares to
employees
|
16
|
-
|
-
|
-
|
-
|
4.4
|
-
|
-
|
(4.4)
|
-
|
- Share based payments
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8.3
|
8.3
|
- Current tax on
options
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.5)
|
(0.5)
|
- Deferred tax on
options
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Dividends paid to
shareholders
|
7
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3.9)
|
(3.9)
|
Balance at 30 September 2024
|
|
16.8
|
-
|
1.3
|
109.0
|
(10.9)
|
-
|
(24.9)
|
970.4
|
1,061.7
|
Consolidated balance sheet
|
|
|
|
|
As at 30 September 2024
|
|
|
|
|
|
Note
|
2024
£m
|
2023
£m
|
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
|
32.8
|
34.4
|
|
Intangible assets -
goodwill
|
9
|
1,011.7
|
1,053.6
|
|
Intangible assets - other
|
9
|
502.0
|
585.8
|
|
Financial asset -
derivative
|
14
|
1.4
|
6.0
|
|
Deferred tax
|
|
1.4
|
-
|
|
Total non-current assets
|
|
1,549.3
|
1,679.8
|
|
Current assets
|
|
|
|
|
Inventories
|
|
0.4
|
1.3
|
|
Corporation tax
recoverable
|
|
1.3
|
0.3
|
|
Deferred tax
|
|
-
|
12.8
|
|
Trade and other
receivables
|
|
115.3
|
123.5
|
|
Cash and cash equivalents
|
|
39.7
|
60.3
|
|
Finance lease receivable
|
|
2.0
|
3.3
|
|
Total current assets
|
|
158.7
|
201.5
|
|
Total assets
|
|
1,708.0
|
1,881.3
|
|
Equity and liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Issued share capital
|
15
|
16.8
|
17.8
|
|
Share premium account
|
16
|
-
|
197.0
|
|
Capital redemption
reserve
|
16
|
1.3
|
0.3
|
|
Merger reserve
|
16
|
109.0
|
581.9
|
|
Treasury reserve
|
16
|
(10.9)
|
(15.3)
|
|
Cash flow hedge reserve
|
16
|
-
|
4.4
|
|
Accumulated exchange
differences
|
16
|
(24.9)
|
27.8
|
|
Retained earnings
|
|
970.4
|
300.8
|
|
Total equity
|
|
1,061.7
|
1,114.7
|
|
Non-current liabilities
|
|
|
|
|
Financial liabilities -
interest-bearing loans and borrowings
|
12
|
276.2
|
387.5
|
|
Lease liability due in more than one
year
|
|
29.8
|
35.5
|
|
Deferred tax
|
|
94.9
|
115.5
|
|
Provisions
|
13
|
4.7
|
7.2
|
|
Deferred income
|
|
10.3
|
11.9
|
|
Financial liability -
derivative
|
14
|
1.4
|
0.1
|
|
Total non-current liabilities
|
|
417.3
|
557.7
|
|
Current liabilities
|
|
|
|
|
Financial liabilities -
interest-bearing loans and borrowings
|
12
|
20.0
|
-
|
|
Trade and other payables
|
|
121.7
|
128.4
|
|
Deferred income
|
|
60.2
|
58.5
|
|
Corporation tax payable
|
|
6.5
|
-
|
|
Lease liability due within one
year
|
|
8.4
|
9.3
|
|
Other financial liability
|
11
|
12.2
|
-
|
|
Contingent consideration
|
|
-
|
8.2
|
|
Deferred tax
|
|
-
|
4.5
|
|
Total current liabilities
|
|
229.0
|
208.9
|
|
Total liabilities
|
|
646.3
|
766.6
|
|
Total equity and liabilities
|
|
1,708.0
|
1,881.3
|
|
Consolidated cash flow statement
|
|
|
|
for the year ended 30 September
2024
|
|
|
|
|
|
|
|
|
2024
£m
|
2023
£m
|
|
|
Cash flows from operating activities
|
|
|
|
Cash generated from
operations
|
230.0
|
241.0
|
|
Net interest paid on bank
facilities
|
(24.8)
|
(22.3)
|
|
Interest paid on lease
liabilities
|
(1.7)
|
(2.3)
|
|
Tax paid
|
(33.7)
|
(33.6)
|
|
Net cash generated from operating
activities
|
169.8
|
182.8
|
|
Cash flows from investing activities
|
|
|
|
Purchase of property, plant and
equipment
|
(2.8)
|
(2.0)
|
|
Purchase of computer software and
website development
|
(11.1)
|
(9.3)
|
|
Purchase of subsidiary
undertakings, net of cash acquired
|
(7.9)
|
(47.5)
|
|
Net cash used in investing activities
|
(21.8)
|
(58.8)
|
|
Cash flows from financing activities
|
|
|
|
Acquisition of own
shares
|
(63.1)
|
(24.5)
|
|
Drawdown of bank loans
|
140.0
|
375.1
|
|
Repayment of bank loans
|
(233.0)
|
(416.7)
|
|
Repayment of overdraft
|
-
|
(4.2)
|
|
Bank arrangement fees
|
-
|
(6.5)
|
|
Repayment of principal element of
lease liabilities
|
(6.9)
|
(6.0)
|
|
Dividends paid
|
(3.9)
|
(4.1)
|
|
Net cash used in financing activities
|
(166.9)
|
(86.9)
|
|
Net (decrease)/increase in cash and cash
equivalents
|
(18.9)
|
37.1
|
|
Cash and cash equivalents at beginning of
year
|
60.3
|
29.2
|
|
Effects of exchange rate changes
on cash and cash equivalents
|
(1.7)
|
(6.0)
|
|
Cash and cash equivalents at end of year
|
39.7
|
60.3
|
|
Notes to the consolidated cash flow
statement
for the year ended 30 September
2024
A. Cash generated from operations
The reconciliation of profit for
the year to cash generated from operations is set out
below:
|
2024
£m
|
2023
£m
|
|
|
Profit for the year
|
76.8
|
113.4
|
|
Adjustments for:
|
|
|
|
Depreciation
|
6.5
|
8.8
|
|
Impairment charge on tangible and
intangible assets
|
4.7
|
10.3
|
|
Gain on exit of leases
|
-
|
(10.2)
|
|
Amortisation of intangible
assets
|
77.1
|
71.0
|
|
Share-based payments
|
8.3
|
7.6
|
|
Net finance costs
|
30.5
|
36.4
|
|
Tax charge
|
26.4
|
24.7
|
|
Cash generated from operations before changes in working
capital and provisions
|
230.3
|
262.0
|
|
Decrease in provisions
|
(2.8)
|
(12.1)
|
|
Decrease/(increase) in
inventories
|
0.9
|
(0.1)
|
|
Decrease in trade and other
receivables
|
6.2
|
7.6
|
|
Decrease in trade and other
payables
|
(4.6)
|
(16.4)
|
|
Cash generated from operations
|
230.0
|
241.0
|
|
Material accounting policy
information
Compliance statement and basis of
preparation
Future plc (the Company) is
incorporated and registered in England and Wales and is a public
company limited by shares. The financial statements consolidate
those of Future plc and its subsidiaries (the Group).
The Consolidated Financial
Statements have been prepared in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006 and UK adopted IFRSs. The principal accounting
policies have been applied consistently to all years presented,
unless otherwise stated below. These financial statements have been
prepared under the historical cost convention, except for
contingent and deferred consideration and financial instruments,
which are measured at fair value.
The going concern basis has been
adopted in preparing these financial statements.
Status of this preliminary announcement
The financial information
contained in this audited preliminary announcement does not
constitute the Company's statutory accounts for the years ended 30
September 2024 or 2023. Statutory accounts for 2023, which were
prepared in conformity with the requirements of the Companies Act
2006 and UK adopted IFRSs, have been delivered to the Registrar of
Companies, and those for 2024 will be delivered in due course. Full
financial statements for the year ended 30 September 2024 will
shortly be posted to shareholders.
New or revised accounting standards and interpretations
adopted in the year
The following amendments to
existing standards became effective in the year:
−
IAS 1 Amendments regarding the
disclosure of accounting policies;
−
IAS 8 Amendments regarding the
definition of accounting estimates;
−
IAS 12 Amendments regarding
deferred tax on leases and decommissioning
obligations;
−
IAS 12 Amendments to provide a
temporary exception to the requirements regarding deferred tax
assets and liabilities related to Pillar Two corporation
taxes.
There has been no material impact
from the adoption of new standards, amendments to standards or
interpretations which are relevant to the Group.
New accounting standards, amendments and interpretations that
are issued but not yet applied by the Group
Certain new standards, amendments
and interpretations to existing standards have been published that
are mandatory for accounting periods beginning on or after 1
October 2024 and which the Group has chosen not to adopt early.
These include the following standards which are relevant to the
Group:
−
IAS 1 Amendments regarding the
classification of liabilities, and Amendment regarding the classification of
debt with covenants;
−
IAS 7 Amendments regarding
supplier finance arrangements;
−
IFRS 7 Amendments regarding
supplier financial arrangements; and
−
IFRS 16 Amendments to clarify how
a seller-lessee subsequently measures sale and leaseback
transactions.
The Group does not expect that the
standards and amendments issued but not yet effective will have a
material impact on results or net assets.
Notes
1. Segmental reporting
The Group is organised and
arranged primarily by reportable segment. The Executive Directors
consider the performance of the business from a geographical
perspective, namely the UK and the US. The Australian business is
considered to be part of the UK segment and is not reported
separately due to its size. The Group also uses a sub-segment split
of Media (websites and events) and Magazines for further analysis.
The Group considers that the assets within each geographical
segment are exposed to the same risks.
(a) Reportable segment
(i) Segment revenue
|
Sub-segment
|
2024
£m
|
Sub-segment
|
2023
£m
|
|
Media
£m
|
Magazines
£m
|
Total
£m
|
Media
£m
|
Magazines
£m
|
Total
£m
|
Segment:
|
|
|
|
|
|
|
UK
|
316.0
|
188.0
|
504.0
|
280.8
|
195.8
|
476.6
|
US
|
212.5
|
71.7
|
284.2
|
234.1
|
78.2
|
312.3
|
Total
|
528.5
|
259.7
|
788.2
|
514.9
|
274.0
|
788.9
|
Transactions between segments are
carried out at arm's length.
No end-customer, or other single
customer or group of customers under common control contributed 10%
or more to the Group's revenue in either the current or prior year.
The above analysis excludes the impact of intra-group
adjustments.
(ii) Segment adjusted EBITDA:
Adjusted EBITDA is used by the
Executive Directors to assess the performance of each segment. The
table below shows the impact of intra-group adjustments on the
adjusted EBITDA for the UK and US segments:
|
|
|
2024
£m
|
|
|
2023
£m
|
|
Adjusted EBITDA prior
to
intra-group
adjustments
£m
|
Intra-group
adjustments
£m
|
Adjusted
EBITDA
£m
|
Adjusted
EBITDA prior to
intra-group
adjustments
£m
|
Intra-group
adjustments
£m
|
Adjusted
EBITDA
£m
|
UK
|
84.0
|
71.3
|
155.3
|
87.1
|
69.9
|
157.0
|
US
|
155.1
|
(71.3)
|
83.8
|
189.7
|
(69.9)
|
119.8
|
Total
|
239.1
|
-
|
239.1
|
276.8
|
-
|
276.8
|
(iii) Segment adjusted operating profit:
Adjusted operating profit is used
by the Executive Directors to assess the performance of each
segment. Operating profit for the Media and Magazines sub-segments
is not reported internally, as overheads are not fully allocated on
this basis. The table below shows the impact of intra-group
adjustments on the adjusted operating profit for the UK and US
segments:
|
|
|
2024
£m
|
|
|
2023
£m
|
|
Adjusted
operating
profit prior
to
intra-group
adjustments
£m
|
Intra-group
adjustments
£m
|
Adjusted
operating
profit
£m
|
Adjusted
operating
profit
prior to
intra-group
adjustments
£m
|
Intra-group
adjustments
£m
|
Adjusted
operating
profit
£m
|
UK
|
70.1
|
71.3
|
141.4
|
70.6
|
69.9
|
140.5
|
US
|
152.1
|
(71.3)
|
80.8
|
185.8
|
(69.9)
|
115.9
|
Total
|
222.2
|
-
|
222.2
|
256.4
|
-
|
256.4
|
Intra-group adjustments relate to
the net impact of charges from the UK to the US in respect of
management fees (for back office revenue functions such as finance,
HR and IT which are largely based in the UK) and licence fees for
the use of intellectual property.
2. Revenue
The Group applies IFRS 15
Revenue from contracts with
customers. See note 1 for disaggregation of revenue by
sub-segment.
Timing of satisfaction of performance
obligations
Revenue is recognised in the
income statement when control passes to the customer. If the
customer simultaneously receives and consumes the benefits of the
contract, revenue is recognised over time. Otherwise, revenue is
recognised at a point in time.
The table below disaggregates
revenue according to the timing of satisfaction of performance
obligations:
|
|
|
2024
|
|
|
2023
|
|
Over
time
£m
|
Point in
time
£m
|
Total
revenue
£m
|
Over
time
£m
|
Point
in
time
£m
|
Total
revenue
£m
|
Total revenue
|
15.1
|
773.1
|
788.2
|
17.4
|
771.5
|
788.9
|
The table below disaggregates
revenue according to segment with a breakdown of revenue by type
within each segment:
|
2024
£m
|
2023
£m
|
Advertising and other
|
78.8
|
86.9
|
eCommerce affiliates
|
237.2
|
193.9
|
Media
|
316.0
|
280.8
|
Magazines
|
188.0
|
195.8
|
Total UK
|
504.0
|
476.6
|
Advertising & other
|
146.4
|
159.1
|
eCommerce affiliates
|
66.1
|
75.0
|
Media
|
212.5
|
234.1
|
Magazines
|
71.7
|
78.2
|
Total US
|
284.2
|
312.3
|
|
|
|
Advertising & other
|
225.2
|
246.0
|
eCommerce affiliates
|
303.3
|
268.9
|
Media
|
528.5
|
514.9
|
Magazines
|
259.7
|
274.0
|
Total Revenue
|
788.2
|
788.9
|
3. Net operating expenses
Operating profit is stated after
charging:
|
|
|
2024
£m
|
2023
£m
|
Cost of sales
|
(433.8)
|
(400.6)
|
Distribution expenses
|
(37.8)
|
(40.0)
|
Share-based payments (including
social security costs)
|
(8.9)
|
(7.8)
|
Exceptional items (note
4)
|
(7.0)
|
(7.3)
|
Depreciation
|
(6.5)
|
(8.8)
|
Amortisation (note 9)
|
(77.1)
|
(71.0)
|
Other administration
expenses
|
(83.4)
|
(78.9)
|
|
|
|
(654.5)
|
(614.4)
|
Other administration expenses
include Transaction and integration costs of £5.9m (2023: £7.4m).
Details of these costs are provided in the Glossary section at the
end of this document.
During the year to 30 September
2024, the Group refined its policy for allocating costs between
cost of sales and overheads. This change in presentation has been
applied prospectively. Applying the same methodology to the prior
year comparatives would increase costs of sales and reduce other
administration expenses by £5.9m respectively.
4.
Exceptional items
|
2024
£m
|
2023
£m
|
Impairment of acquired intangible
assets
|
4.5
|
-
|
Onerous property costs
|
1.7
|
0.9
|
Restructuring costs
|
0.8
|
6.4
|
Total charge
|
7.0
|
7.3
|
Exceptional costs incurred in the
year include a £4.5m impairment of acquired intangible assets
following brand closures in the year, primarily relating to iMore,
a brand acquired as part of the Mobile Nations acquisition in 2019,
£1.7m (2023: £0.9m) relating to properties which became onerous and
were treated as exceptional in prior years and £0.8m (2023: £6.4m)
relating to restructuring costs.
For the tax and cash flow impact
of exceptional items see the Glossary section at the end of this
document.
5. Finance income and costs
|
2024
£m
|
2023
£m
|
Interest payable on
interest-bearing loans and borrowings
|
(25.9)
|
(29.7)
|
Amortisation of bank loan
arrangement fees
|
(3.9)
|
(3.7)
|
Interest payable on lease
liabilities
|
(1.8)
|
(2.6)
|
Increase in fair value of contingent
consideration
|
-
|
(0.6)
|
Unwinding of discount on
deferred/contingent consideration
|
(0.2)
|
(0.7)
|
Total finance costs
|
(31.8)
|
(37.3)
|
|
|
|
Interest receivable from cash held
on deposit
|
1.2
|
0.7
|
Interest receivable on lease
assets
|
0.1
|
0.2
|
Total finance income
|
1.3
|
0.9
|
Net finance costs
|
(30.5)
|
(36.4)
|
For further information in respect
of the Group's debt facilities and changes during the year see note
12.
6. Tax on profit
The tax charged/(credited) in the
consolidated income statement is analysed below:
|
2024
£m
|
2023
£m
|
Corporation tax
|
|
|
Current tax on the profit for the
year
|
45.8
|
49.5
|
Adjustments in respect of previous
years
|
(7.9)
|
(5.2)
|
Current tax charge
|
37.9
|
44.3
|
Deferred tax origination and reversal of temporary
differences
|
|
|
Current year gain
|
(20.9)
|
(15.0)
|
Adjustments in respect of previous
years
|
9.4
|
(4.6)
|
Deferred tax credit
|
(11.5)
|
(19.6)
|
Total tax charge
|
26.4
|
24.7
|
The adjustments in respect of
previous years relate to estimation revisions identified when
preparing the current year tax provision due to new information
becoming available when the Group completed its tax returns, as
well as the correction of a number of immaterial items.
The tax assessed in each year
differs from the standard rate of corporation tax in the UK for the
relevant year. The differences are explained below:
|
2024
£m
|
2023
£m
|
Profit before tax
|
103.2
|
138.1
|
Profit before tax at the standard
UK tax rate of 25% (2023: 22%)
|
25.8
|
30.4
|
Expenses not deductible for tax
purposes
|
0.1
|
1.5
|
Provision for uncertain tax
positions
|
(3.9)
|
-
|
Non-deductible
amortisation
|
1.7
|
(0.4)
|
Share-based payments
|
0.1
|
0.1
|
Effect of different rates of
subsidiaries operating in other jurisdictions
|
1.1
|
3.4
|
Effect of change in tax
rate
|
-
|
(0.5)
|
Adjustments in respect of previous
years
|
1.5
|
(9.8)
|
Total tax charge
|
26.4
|
24.7
|
A reconciliation between the
statutory and adjusted tax charge is provided in the Glossary
section at the end of this document.
The Directors have assessed the
Group's uncertain tax positions and have recorded a provision of
£1.4m (2023: £5.3m). The provision for uncertain tax positions has
been recognised under IAS 12, taking into account the guidance
published in IFRIC 23.
7. Dividends
Equity dividends
|
2024
|
2023
|
Number of shares in issue at end
of period (million)
|
112.1
|
119.1
|
Dividends paid in year (pence per
share)
|
3.4
|
3.4
|
Dividends paid in year
(£m)
|
3.9
|
4.1
|
Final dividends are recognised in
the year in which they are approved.
On 4 December the Board proposed a
dividend of 3.4p per share, totalling an estimated £3.8m, in
respect of the year ended 30 September 2024, which subject to
shareholder consent at the AGM, will be paid on 11 February 2025 to
shareholders on the register at close of business on 17 January
2025.
A dividend of 3.4p per share
totalling £3.9m in respect of the year ended 30 September 2023 was
paid on 13 February 2024.
8. Earnings per share
|
2024
|
2023
|
Profit attributable to owners of
the parent (£m)
|
76.8
|
113.4
|
Weighted average number of shares
in issue during the year
|
114,355,263
|
119,786,409
|
Dilution (number of
shares)
|
696,450
|
763,756
|
Diluted weighted average number of
shares in issue during the year
|
115,051,713
|
120,550,165
|
Basic earnings per share
(p)
|
67.2
|
94.7
|
Diluted earnings per share
(p)
|
66.8
|
94.1
|
Basic earnings per share are
calculated using the weighted average number of Ordinary shares in
issue during the year. Diluted earnings per share have been
calculated by taking into account the dilutive effect of shares
that would be issued on conversion into Ordinary shares of awards
held under employee share schemes.
A reconciliation between earnings
per share and adjusted earnings per share is shown in the Glossary
at the end of this document.
9. Intangible assets
|
Goodwill
£m
|
Publishing
rights
£m
|
Brands
£m
|
Customer
relationships
£m
|
Subscribers
£m
|
Advertiser
relationships
£m
|
Other acquired
intangibles
£m
|
Other
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
1,340.2
|
90.9
|
501.6
|
57.8
|
86.4
|
22.9
|
43.5
|
59.2
|
2,202.5
|
Additions through business
combinations
|
29.2
|
-
|
10.5
|
7.4
|
-
|
-
|
2.0
|
-
|
49.1
|
Other additions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
9.3
|
9.3
|
Exchange adjustments
|
(49.1)
|
(0.3)
|
(14.9)
|
(1.7)
|
(4.8)
|
(1.8)
|
(1.5)
|
(1.3)
|
(75.4)
|
At
30 September 2023
|
1,320.3
|
90.6
|
497.2
|
63.5
|
81.6
|
21.1
|
44.0
|
67.2
|
2,185.5
|
Other additions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11.1
|
11.1
|
Exchange adjustments
|
(45.7)
|
(0.2)
|
(13.0)
|
(1.5)
|
(4.2)
|
(1.6)
|
(1.2)
|
(1.1)
|
(68.5)
|
At
30 September 2024
|
1,274.6
|
90.4
|
484.2
|
62.0
|
77.4
|
19.5
|
42.8
|
77.2
|
2,128.1
|
Accumulated amortisation and impairment
|
|
|
|
|
|
|
|
|
|
At 01 October 2022
|
(270.6)
|
(29.9)
|
(63.1)
|
(22.7)
|
(17.1)
|
(3.0)
|
(33.1)
|
(47.2)
|
(486.7)
|
Charge for the year
|
-
|
(6.4)
|
(28.7)
|
(8.6)
|
(9.7)
|
(1.7)
|
(4.3)
|
(11.6)
|
(71.0)
|
Exchange adjustments
|
3.9
|
0.2
|
3.0
|
0.7
|
1.2
|
0.2
|
1.2
|
1.2
|
11.6
|
At
30 September 2023
|
(266.7)
|
(36.1)
|
(88.8)
|
(30.6)
|
(25.6)
|
(4.5)
|
(36.2)
|
(57.6)
|
(546.1)
|
Charge for the year
|
-
|
(5.9)
|
(32.3)
|
(13.4)
|
(9.3)
|
(1.6)
|
(4.2)
|
(10.4)
|
(77.1)
|
Impairment
|
-
|
(0.5)
|
(4.0)
|
-
|
-
|
-
|
-
|
-
|
(4.5)
|
Exchange adjustments
|
3.8
|
0.3
|
3.9
|
1.0
|
1.8
|
0.3
|
1.0
|
1.2
|
13.3
|
At
30 September 2024
|
(262.9)
|
(42.2)
|
(121.2)
|
(43.0)
|
(33.1)
|
(5.8)
|
(39.4)
|
(66.8)
|
(614.4)
|
|
|
|
|
|
|
|
|
|
|
Net book value at 30 September 2024
|
1,011.7
|
48.2
|
363.0
|
19.0
|
44.3
|
13.7
|
3.4
|
10.4
|
1,513.7
|
Net book value at 30 September
2023
|
1,053.6
|
54.5
|
408.4
|
32.9
|
56.0
|
16.6
|
7.8
|
9.6
|
1,639.4
|
Net book value at 1 October
2022
|
1,069.6
|
61.0
|
438.5
|
35.1
|
69.3
|
19.9
|
10.4
|
12.0
|
1,715.8
|
Useful economic lives
|
|
5-15
years
|
3-20
years
|
8-10
years
|
7-11
years
|
9-15
years
|
3-10
years
|
2
years
|
|
The impairment during FY 2024
primarily relates to the closure of the iMore brand, see note
4.
The amortisation charge for the
year includes £11.0m accelerated amortisation of the Look After My
Bills ('LAMB') brand and customer lists, arising from the
Go.Compare acquisition. The useful economic lives of the LAMB
assets were reduced during the year, with the revised lives ending
on 30 September 2024, following the cessation of active management
of the business, which by 30 September 2024 was closed.
Acquired intangibles are amortised
over their estimated economic lives, typically ranging between
three and twenty years. The other acquired intangibles category in
the table above includes assets relating to customer lists, content
and websites.
Any residual amount arising as a
result of the purchase consideration being in excess of the value
of acquired assets is recorded as goodwill.
Other intangibles relate to
capitalised software costs and website development costs which are
internally generated.
Additions through business
combinations totalling £49.1m in the prior year related to the
acquisition of ActualTech LLC, a provider of content marketing
solutions for B2B marketers, and Gardening Know How, a specialist
interest site for gardening based in the US.
Amortisation is included within
administration expenses in the consolidated income
statement.
10. Cash and cash equivalents
Cash and cash equivalents include
the following for the purposes of the cash flow
statements:
|
2024
£m
|
|
2023
£m
|
|
Cash and cash
equivalents
|
39.7
|
|
60.3
|
|
The decrease in cash is
principally due to £93.0m of debt repayments as well as the
share buyback programme with a cash spend of £63.1m in the year
(see notes 15 and 16 for further detail).
The Group has a number of
authorised counterparties with whom cash balances are held in the
countries in which the Group operates. Credit risk is minimised by
considering the credit standing of all potential counterparties
before selecting them by the use of external credit ratings. Over
99.9% of the Group's cash and cash equivalent balance was held with
counterparties with a minimum S&P credit rating of A-. The
Group monitors the exposure, credit rating and outlook of all
financial counterparties on a regular basis.
11. Other financial liability
|
2024
£m
|
2023
£m
|
Other financial liability
|
12.2
|
-
|
The other financial liability
relates to an obligation at 30 September 2024 for the Group to
purchase own shares under the terms of its buyback agreement. The
share buyback concluded on 21st October 2024.
12. Financial liabilities - interest-bearing loans and
borrowings
Amounts drawn down on the Group's
borrowing facilities, net of unamortised issue costs are as
follows. All borrowings are floating rate with the applicable
rates at 30 September shown below. This excludes the impact
of any interest rate swaps.
Non-current liabilities
|
Interest rate
at
30 September
2024
|
Interest
rate at
30
September 2023
|
2024
£m
|
2023
£m
|
Export development guarantee term
facility
|
6.39%
|
7.04%
|
276.2
|
295.2
|
US dollar revolving loan
|
-
|
7.43%
|
-
|
81.8
|
AUS dollar revolving loan
|
-
|
6.06%
|
-
|
10.5
|
Total
|
|
|
276.2
|
387.5
|
Current liabilities
|
Interest rate
at
30 September
2024
|
Interest
rate at
30
September 2023
|
Group
2024
£m
|
Group
2023
£m
|
External development guarantee term
facility
|
6.39%
|
1.00%
|
20.0
|
-
|
Total
|
|
|
20.0
|
-
|
The interest-bearing liabilities
are repayable as follows:
|
2024
£m
|
2023
£m
|
Within one year
|
20.0
|
-
|
Between one and two years
|
130.0
|
20.0
|
Between two and five
years
|
146.2
|
367.5
|
Total
|
296.2
|
387.5
|
Following a review of its
committed facilities and expected utilisation the Group reduced the
commitments on its Revolving Credit Facility ('RCF') from £500.0m
to £350.0m on 16 February 2024 and on its Export Development
Guarantee ('EDG') term facility from £400.0m to £300.0m on 29
February 2024. At 30 September 2024, 53.8% (£300.0m of £650.0m) of
the Group's facilities remained undrawn (30 September 2023: 56.1%
(£504.8m of £900.0m) undrawn).
Interest bearing loans are shown
net of unamortised issue costs which amounted to £3.8m (2023:
£7.7m).
In 2023 the Group entered into
interest rate swap agreements which swap the interest profile on an
notional £300.0m of the Group's EDG term facility to mitigate the
risk of fluctuations in interest rates whereby it receives a
variable interest rate based on SONIA and pays fixed rates of
between 3.720% and 4.987%. As at 30 September 2024, 100% (30
September 2023: 76%) of the Group's drawn floating rate debt was
hedged.
13. Provisions
|
Property
£m
|
Other
£m
|
Total
£m
|
At 1 October 2023
|
6.7
|
0.5
|
7.2
|
Charged in the year
|
1.2
|
0.4
|
1.6
|
Utilised in the year
|
(3.4)
|
(0.7)
|
(4.1)
|
At
30 September 2024
|
4.5
|
0.2
|
4.7
|
The property provision relates to
dilapidations and obligations under short leasehold agreements on
vacant property. The majority of the vacant property provision is
expected to be utilised over the next three years.
14. Financial instruments
The Group applies IFRS 9
Financial Instruments. For
the Group's financial assets and liabilities, the following table
shows the measurement categories under IFRS 9:
Financial asset
|
IFRS 9 classification
|
Cash and cash
equivalents
|
Amortised cost
|
Trade and other
receivables
|
Amortised cost
|
Interest bearing loans and
borrowings
|
Amortised cost
|
Lease liabilities
|
Amortised cost
|
Other financial
liability
|
Amortised cost
|
Contingent consideration
|
Fair value through profit or
loss
|
Derivative - interest rate
swap
|
Fair value through profit or
loss
|
There has not been a significant
impact on the carrying amounts of assets held.
Financial asset - derivative
The Group has exposure to changes
in cash flows due to changes in interest rates. The Group has
entered into interest rate swap agreements which swap the interest
profile on a notional £300.0m (30 September 2023: £300.0m) of the
Group's EDG term facility to mitigate the risk of fluctuations in
interest rates, whereby it receives a variable interest rate based
on SONIA and pays fixed rates of between 3.720% and 4.987%. The
swaps have been valued based on the present value of the estimated
future cash flows based on observable yield curves. An asset and
liability both equalling £1.4m have been recognised on the balance
sheet at 30 September 2024 (30 September 2023: net assets of £5.9m)
with a corresponding decrease of £4.4m in the cash flow hedge
reserve (see note 16 for further details).
At 30 September 2023 contingent
consideration of £8.2m ($10.0m) related to the acquisition of
ActualTech, LLC, which was paid in full on 31 January 2024 (being
£7.9m after the impact of foreign exchange on
settlement).
There was no ineffectiveness to be
recorded from the use of interest rate swaps. The Group did not
enter into any netting arrangements.
The following table presents the
Group's financial assets and liabilities that are measured at fair
value at 30 September 2024:
Financial asset
|
|
Level 2
Fair value
£m
|
Asset
|
|
|
Financial asset -
derivatives
|
|
1.4
|
Liabilities
|
|
|
Financial liability -
derivatives
|
|
(1.4)
|
All other financial assets and
liabilities are classed as level 1. There are no Level 3 financial
assets or liabilities at 30 September 2024.
15. Issued share capital
|
Number of
|
2024
£m
|
Number
of
|
2023
£m
|
shares
|
shares
|
Allotted, authorised, issued and fully paid Ordinary shares
of 15p each
|
|
|
|
|
At 1 October
|
119,077,135
|
17.8
|
120,855,930
|
18.1
|
Share buyback
|
(6,992,733)
|
(1.0)
|
(1,784,349)
|
(0.3)
|
Share Incentive Plan matching
shares
|
3,624
|
-
|
5,554
|
-
|
At 30 September
|
112,088,026
|
16.8
|
119,077,135
|
17.8
|
During the year, 3,624 Ordinary
shares were issued under the Share Incentive Plan for a combined
total cash commitment of £nil (FY 2023: 5,554 ordinary shares,
total cash commitment of £nil).
During the year the Group
undertook a further share buyback programme, resulting in a
reduction in share capital of 7.0m shares in the year (FY 2023:
1.8m shares), at a nominal value of £1.0m and a total cost of
£63.1m.
16. Reserves
Share premium account
Share premium represents the
excess of proceeds received over the nominal value of new shares
issued.
In order to create additional
distributable reserves to provide flexibility for shareholder
returns, during the year the total share premium reserve of Future
plc of £197.0m was cancelled and credited to the reserves of Future
plc, increasing distributable reserves by the same amount. The
balance at 30 September 2024 is £nil.
See 'Merger reserve' section below
for further detail.
Treasury reserve
The treasury reserve represents
the cost of shares in Future plc purchased in the market and held
by the Employee Benefit Trust ('EBT') to satisfy awards made by the
Trustees.
During the year the Company
purchased none (30 September 2023: 1,125,000) of its own shares to
fund the future vesting of share options, at a total value of nil
(FY 2023: £11.4m) and 286,795 shares held by the EBT were used to
satisfy the vesting of share options at a total value of £4.4m (FY
2023: 259,918 shares were purchased, at a total value of
£4.1m).
Capital redemption reserve
The capital redemption reserve
increased by £1.0m (FY 2023: £0.3m) during the year to £1.3m, being
the nominal value of shares purchased and cancelled as part of the
share buyback programme (see note 15 for further
details).
Merger reserve
In order to create additional
distributable reserves to provide flexibility for shareholder
returns, during the year the total value of the Future plc merger
reserve of £472.9m was capitalised, with B ordinary shares issued
at a total nominal value equal to £472.9m, then cancelled and
extinguished, with £472.9m credited to retained earnings,
increasing distributable reserves by the same amount.
An amount of £109.0m in the merger
reserve arose in previous years following the 1999 Group
reorganisation and is non-distributable.
Treasury reserve
The treasury reserve represents
the cost of shares in Future plc purchased in the market and held
by the Employee Benefit Trust ('EBT') to satisfy awards made by the
trustees.
During the year, 286,795 (2023:
259,918) of the shares held by the EBT were used to satisfy the
vesting of share options and no shares were purchased to fund the
future vesting of share options (2023: 1,125,000 shares were
purchased to fund the future vesting of share options at a total
value of £11.4m).
Cash flow hedge reserve
During 2023 the Group entered into
interest rate swaps, in order to hedge against fluctuations in
interest rates. The cash flow hedge reserve represents the
cumulative amount of gains and losses on the interest rate swap
deemed effective.
Accumulated exchange differences
The reserve for accumulated
exchange differences comprises the revaluation of the Group's
foreign currency entities, principally the US and Australia, on
consolidation.
17. Contingent liabilities
There were no material contingent
liabilities as at 30 September 2024 or 30 September
2023.
18. Related party transactions
The Group had no material
transactions with related parties in 2024 or 2023 which might
reasonably be expected to influence decisions made by users of
these financial statements.
19. Events after the reporting period
On 4 December 2024 the Board
approved a share buyback of up to £55.0m, which is expected to
commence in January 2025.
GLOSSARY
Presentation of non-statutory measures
The Directors believe that
adjusted results and adjusted earnings per share provide additional
useful information on the core operational performance of the Group
to shareholders, and review the results of the Group on an adjusted
basis internally. The term 'adjusted' is not a defined term under
IFRS and may not therefore be comparable with similarly titled
profit measurements reported by other companies. It is not intended
to be a substitute for, or superior to, IFRS measurements of
profit.
Adjustments are made in respect
of:
Adjusting item
|
Explanation
|
Share-based payments
|
Share-based payment expenses
(relating to equity-settled share awards with vesting periods
longer than 12 months), together with associated social security
costs, are excluded from the adjusted results of the Group as the
Directors believe they result in a level of charge that would
distort the user's view of the core trading performance of the
Group.
|
Transaction and integration
related costs
|
Although transactions are a key
part of the Group's strategy, the Group adjusts for costs relating
to the completion and subsequent integration of acquisitions and
other corporate transactions, initiated within 12 months of the
completion date, as these costs are not related to the core trading
of the Group and not doing so would distort the Group's results, so
as to assist the user of the financial statements to understand the
results of the core underlying operations of the Group. Details of
transaction and integration related costs are shown within the
Glossary section.
|
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 size, is
significant and/or is not related to the core trading of the Group
so as to assist the user of the financial statements to understand
the results of the core underlying 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 non-trading investment activities. As such,
they are not considered to be reflective of the core trading
performance of the Group. This is consistent with industry peers
and how certain external stakeholders monitor the performance of
the business.
|
Amortisation of non acquired
intangible assets, depreciation and interest
|
Adjusted EBITDA excludes the
amortisation charge for computer software and website development,
as well as amortisation of acquired intangible assets, depreciation
and interest.
|
Unwinding of discount on
contingent consideration
|
The Group excludes the unwinding
of the discount on contingent consideration from the Group's
adjusted results on the basis that it is non-cash and the balance
is driven by the Group's assessment of the relevant discount rate
to apply. Excluding this item ensures comparability with prior
periods.
|
Change in the fair value of
contingent consideration
|
The Group excludes the
remeasurement of these acquisition-related liabilities from its
adjusted results as the impact of remeasurement can vary
significantly.
|
The tax related to adjusting items
is the tax effect of the items above and adjustments in respect of
prior years, calculated using the standard rate of corporation tax
in the relevant jurisdiction.
Reference to 'core' or
'underlying' reflects the trading results of the Group without the
impact of amortisation of acquired intangible assets, transaction
and integration related costs, exceptional items, share-based
payment expenses (relating to equity-settled share awards with
vesting periods longer than 12 months), together with associated
social security costs, unwinding of discount on contingent
consideration and any tax related effects that would otherwise
distort the users understanding of the Group's
performance
A summary table of all measures is
included below:
APM (adjusted performance measure)
|
Closest equivalent statutory measure
|
Definition
|
Adjusted EBITDA
|
Operating profit
|
Adjusted EBITDA represents
operating profit before share-based payments (relating to
equity-settled awards with vesting periods longer than 12 months)
and related social security costs, amortisation, depreciation,
transaction and integration related costs and exceptional
items.
Adjusted EBITDA margin is adjusted
EBITDA as a percentage of revenue.
Adjusting items are shown in the
table below and defined in the table above.
|
Adjusted operating
profit
|
Operating profit
|
Adjusted operating profit
represents operating profit before share-based payments (relating
to equity-settled awards with vesting periods longer than 12
months) and related social security costs, amortisation of acquired
intangible assets, transaction and integration related costs
and exceptional items.
This is a key management incentive
metric, used within the Group's Deferred Annual Bonus
Plan.
Adjusted operating profit margin
is adjusted operating profit as a
percentage of revenue.
Adjusting items are shown in the
table below and defined in the table above.
|
Adjusted profit before
tax
|
Profit before tax
|
Adjusted profit before tax
represents profit before tax before share-based payments (relating
to equity-settled awards with vesting periods longer than 12
months) and related social security costs, net finance costs,
amortisation of acquired intangible assets, transaction and
integration related costs, exceptional items, unwinding of discount
on contingent consideration and change in fair value of contingent
consideration.
Adjusting items are shown in the
table below and defined in the table above.
|
Adjusted diluted earnings per
share
|
Diluted earnings per
share
|
Adjusted diluted earnings per
share (EPS) represents adjusted profit after tax divided by the
weighted average dilutive number of shares at the year end
date.
This is a key management incentive
metric, used within the Group's Performance Share Plan.
A reconciliation is provided
within the Glossary.
|
Adjusted effective tax
rate
|
Effective tax rate
|
Adjusted effective tax rate is
defined as the effective tax rate adjusted for the tax impact of
adjusting items and any other one-off impacts, including
adjustments in respect of previous years. The tax impact of
adjusting items is provided within the Glossary.
|
Adjusted operating cash
flow
|
Operating cash flow
|
Adjusted operating cash flow
represents cash generated from operations adjusted to exclude cash
flows relating to transaction and integration related costs,
exceptional items and payment of accrual for employer's taxes on
share-based payments relating to equity settled share awards with
vesting periods longer than 12 months, and to include lease
repayments following adoption of IFRS 16 Leases.
|
Adjusted free cash flow
|
Operating cash flow
|
Adjusted free cash flow is defined
as adjusted operating cash flow less capital expenditure. Capital
expenditure is defined as cashflows relating to the purchase of
property, plant and equipment and purchase of computer software and
website development.
|
Net debt
|
The aggregation of cash and
debt
|
Net debt is defined as the
aggregate of the Group's cash and cash equivalents and its external
bank borrowings net of capitalised bank arrangement fees. It does
not include lease liabilities recognised following the adoption of
IFRS 16 Leases, or other
financial liabilities.
|
Organic growth
|
|
Organic growth is defined as the
like for like portfolio, including the impact of closures and new
launches, but excluding acquisitions and disposals made during FY
2024 and FY 2023 at constant foreign exchange rates. Constant
foreign exchange rates is defined as the average rate for FY
2024.
|
Constant currency
|
|
Constant currency translates the
financial statements at fixed exchange rates to eliminate the
effect of foreign exchange on the financial performance. Constant
foreign exchange rates is defined as the average rate for FY
2024.
|
Reconciliation between revenue and
organic revenue at constant currency:
|
2024
£m
|
2023
£m
|
YoY
Var
|
Total revenue
|
788.2
|
788.9
|
0%
|
Revenue from FY 2023 acquisitions
which have not been acquired for a full financial year
|
(13.6)
|
(13.7)
|
|
Organic revenue at actual currency
|
774.6
|
775.2
|
|
Impact of FX at constant
rates
|
-
|
(11.8)
|
|
Organic revenue
|
774.6
|
763.4
|
1%
|
A reconciliation of adjusted
EBITDA and adjusted operating profit to profit before tax is shown
below:
|
2024
£m
|
2023
£m
|
Adjusted EBITDA
|
239.1
|
276.8
|
Depreciation
|
(6.5)
|
(8.8)
|
Amortisation of non-acquired
intangibles (note 9)
|
(10.4)
|
(11.6)
|
Adjusted operating profit
|
222.2
|
256.4
|
Share-based payments (including
social security costs)
|
(8.9)
|
(7.8)
|
Transaction and integration related
costs
|
(5.9)
|
(7.4)
|
Exceptional items (note
4)
|
(7.0)
|
(7.3)
|
Amortisation of acquired intangibles
(note 9)
|
(66.7)
|
(59.4)
|
Operating profit
|
133.7
|
174.5
|
Net finance costs (note
5)
|
(30.5)
|
(36.4)
|
Profit before tax
|
103.2
|
138.1
|
A breakdown of transaction and
integration related costs is shown in the table below:
|
2024
£m
|
2023
£m
|
Transaction and integration related
costs
|
5.9
|
6.5
|
Onerous property costs
|
-
|
0.9
|
Total charge
|
5.9
|
7.4
|
Transaction and integration
related costs of £5.9m incurred in the year reflect £3.5m of
professional fees to support portfolio optimisation across the
Group's divisions, £1.6m of post-integration IT system costs and
associated fees and £0.8m of transaction-related legal fees (2023:
£5.3m of deal-related fees, £2.0m of restructuring costs net of
£0.8m released following settlement of provision for historical
legal claims recognised on the Dennis opening balance sheet, and
£0.9m onerous property costs).
Included below is a reconciliation
between the statutory and adjusted tax charge:
|
2024
£m
|
2023
£m
|
Total statutory tax charge
|
26.4
|
24.7
|
Tax effect of adjusting
items:
|
|
|
Exceptional items
|
1.0
|
1.9
|
Transaction and integration related
costs
|
1.5
|
0.3
|
Share based payments
|
2.3
|
(0.1)
|
Amortisation of acquired
intangibles
|
15.6
|
14.8
|
Adjustments in respect of previous
years
|
2.5
|
9.8
|
Total adjusted tax charge
|
49.3
|
51.4
|
A reconciliation of cash generated
from operations to adjusted free cash flow is shown
below:
|
2024
£m
|
2023
£m
|
Cash generated from operations
|
230.0
|
241.0
|
Cash flows related to transaction
and integration related costs
|
7.5
|
15.6
|
Cash flows related to exceptional
items
|
5.3
|
13.4
|
Settlement of social security costs
on share based payments¹
|
0.3
|
0.5
|
Lease payments
|
(6.9)
|
(6.0)
|
Adjusted operating cash inflow
|
236.2
|
264.5
|
Cash flows related to capital
expenditure
|
(13.9)
|
(11.3)
|
Adjusted free cash flow
|
222.3
|
253.2
|
¹ Relating to equity-settled share
awards with vesting periods longer than 12 months.
A reconciliation between earnings
per share and adjusted earnings per share is shown in the table
below:
|
|
|
|
|
2024
|
2023
|
Adjustments to profit after
tax:
|
|
|
Profit after tax (£m)
|
76.8
|
113.4
|
Share-based payments (including
social security costs) (£m)
|
8.9
|
7.8
|
Transaction and integration
related costs (£m)
|
5.9
|
7.4
|
Exceptional items (£m)
|
|
|
|
|
7.0
|
7.3
|
Amortisation of intangible assets
arising on acquisitions (£m)
|
66.7
|
59.4
|
(Decrease)/increase in fair value of
contingent consideration (£m)
|
(0.1)
|
0.6
|
Unwinding of discount on
contingent consideration (£m)
|
-
|
0.7
|
Unwinding of discount on deferred
consideration (£m)
|
0.2
|
-
|
Tax effect of the above
adjustments and the impact of tax items relating to prior years
(£m)
|
(22.9)
|
(26.7)
|
Adjusted profit after tax (£m)
|
142.5
|
169.9
|
Weighted average number of shares
in issue during the year:
|
|
|
- Basic
|
114,355,263
|
119,786,409
|
- Dilutive effect of share
options
|
696,450
|
763,756
|
- Diluted
|
115,051,713
|
120,550,165
|
Basic earnings per share (in
pence)
|
67.2
|
94.7
|
Adjusted basic earnings per share
(in pence)
|
124.6
|
141.8
|
Diluted earnings per share (in
pence)
|
66.8
|
94.1
|
Adjusted diluted earnings per
share (in pence)
|
123.9
|
140.9
|
The adjustments to profit after
tax have the following effect:
|
|
|
Basic earnings per share (pence)
|
67.2
|
94.7
|
Share-based payments (including
social security costs) (pence)
|
7.8
|
6.5
|
Transaction and integration
related costs
|
5.2
|
6.2
|
Exceptional items
(pence)
|
6.1
|
6.1
|
Amortisation of intangible assets
arising on acquisitions (pence)
|
58.3
|
49.6
|
(Decrease)/increase in fair value of
contingent consideration (pence)
|
(0.1)
|
0.5
|
Unwinding of discount on
contingent consideration (pence)
|
-
|
0.6
|
Unwinding of discount on deferred
consideration (pence)
|
0.2
|
-
|
Tax effect of the above
adjustments and the impact of tax items relating to prior years
(pence)
|
(20.1)
|
(22.4)
|
Adjusted basic earnings per share (pence)
|
124.6
|
141.8
|
Diluted earnings per share (pence)
|
66.8
|
94.1
|
Share-based payments (including
social security costs) (pence)
|
7.7
|
6.5
|
Transaction and integration
related costs
|
5.1
|
6.1
|
Exceptional items
(pence)
|
6.1
|
6.1
|
Amortisation of intangible assets
arising on acquisitions (pence)
|
58.0
|
49.3
|
(Decrease)/iIncrease in fair value
of contingent consideration (pence)
|
(0.1)
|
0.5
|
Unwinding of discount on
contingent consideration (pence)
|
-
|
0.6
|
Unwinding of discount on deferred
consideration (pence)
|
0.2
|
-
|
Tax effect of the above
adjustments and the impact of tax items relating to prior years
(pence)
|
(19.9)
|
(22.3)
|
Adjusted diluted earnings per share (pence)
|
123.9
|
140.9
|
Analysis of net debt
|
|
30
September
2023
£m
|
Net cash
flows
£m
|
Other non-cash
changes
£m
|
Exchange
movements
£m
|
30
September
2024
£m
|
Cash and cash equivalents
|
60.3
|
(18.9)
|
-
|
(1.7)
|
39.7
|
Debt due within one year
|
-
|
-
|
(20.0)
|
-
|
(20.0)
|
Debt due after more than one
year
|
(387.5)
|
93.0
|
16.1
|
2.2
|
(276.2)
|
Net
debt
|
(327.2)
|
74.1
|
(3.9)
|
0.5
|
(256.5)
|
|
|
30
September
2022
£m
|
Net cash
flows
£m
|
On
acquisition
£m
|
Other
non-cash changes
£m
|
Exchange
movements
£m
|
30
September
2023
£m
|
Cash and cash equivalents
|
29.2
|
33.0
|
4.1
|
-
|
(6.0)
|
60.3
|
Debt due within one year
|
(83.8)
|
83.8
|
-
|
-
|
-
|
0.0
|
Debt due after more than one
year
|
(369.0)
|
(31.6)
|
-
|
(3.7)
|
16.8
|
(387.5)
|
Net debt
|
(423.6)
|
85.2
|
4.1
|
(3.7)
|
10.8
|
(327.2)
|
The above table shows net debt
exclusive of unamortised costs held on the balance sheet which
amounted to £7.7m at 30 September 2024 (2023: £5.8m).
Reconciliation of movement in net debt
|
|
|
|
|
Group
2024
£m
|
Group
2023
£m
|
|
|
Net debt at start of
year
|
(327.2)
|
(423.6)
|
|
(Decrease)/increase in cash and
cash equivalents
|
(18.9)
|
37.1
|
|
Net movement in borrowings
|
93.0
|
52.2
|
|
Amortisation of loan issue
costs
|
(3.8)
|
(3.7)
|
|
Exchange movements
|
0.4
|
10.8
|
|
Net debt at end of year
|
(256.5)
|
(327.2)
|
|
Leverage is defined as net debt
(excluding capitalised bank arrangement fees and lease liabilities,
and including any non-cash ancillaries), as a proportion of Bank
EBITDA and including the 12 month trailing impact of acquired
businesses (in line with the Group's bank covenants
definition).