Annual Financial Report
PUBLICATION OF ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 AND NOTICE OF ANNUAL GENERAL MEETING 2020
Future plc (LSE: FUTR; the "Group"), the global platform for specialist media, has today, in accordance with LR 9.6.1 R of the Listing Rules, submitted to the Financial Conduct Authority's National Storage Mechanism copies of the following:
· Annual Report and Financial Statements 2019
· Form of Proxy for the 2020 Annual General Meeting
The Notice of Annual General Meeting 2020 is set out on pages 149 to 153 of the Annual Report and Financial Statements 2019. The Annual General Meeting will be held at Future's London office 1-10 Praed Mews, London W2 1QY on 5 February 2020 at 10.30 a.m.
The documents will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
The Annual Report and Financial Statements and Notice of Annual General Meeting are also available on the Future plc website at www.futureplc.com/resources/#results
A condensed set of the Group's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements were included in Future plc's Full Year Results Announcement on 15 November 2019. That information together with the information set out below which is extracted from the Annual Report and Financial Statements 2019 constitute the material required by DTR 6.3.5 of the Disclosure Guidance and Transparency Rules which is required to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full Annual Report and Financial Statements 2019. Page and note references in the text below refer to page numbers and note references in the Annual Report and Financial Statements 2019. To view the results announcement, slides of the results presentation and the results webcast please visit www.futureplc.com/resources/#results
Future plc 01225 442244
Zillah Byng-Thorne, Chief Executive Officer
Penny Ladkin-Brand, Chief Financial Officer
Instinctif Partners 020 7457 2020
Kay Larsen, Chantal Woolcock, Hannah Campbell
Future is a global platform business for specialist media with diversified revenue streams.
The Media division is high-growth with three complementary revenue streams: eCommerce, events and digital advertising including advertising within newsletters. It operates in a number of sectors including technology, games, music, home interest, hobbies and B2B and its brands include TechRadar, PC Gamer, Tom's Guide, Android Central, Homebuilding & Renovating Show, GamesRadar+, The Photography Show, Top Ten Reviews, Live Science, Guitar World, MusicRadar, Space.com and Tom's Hardware.
The Magazine division focuses on publishing specialist content, with over 75 publications and over 568 bookazines published per year, totalling global circulation of 1.5 million. The Magazine portfolio spans technology, games and entertainment, music, creative and photography, hobbies, home interest and B2B. Its titles include Classic Rock, Guitar Player, FourFourTwo, Homebuilding & Renovating, Digital Camera, Guitarist, How It Works, Total Film, What Hi-Fi? and Music Week.
Appendix A: Directors' responsibility statement
The following directors' responsibility statement is extracted from the Annual Report and Accounts (page 57):
Directors' responsibility statement required by DTR 4.1.12R
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements, and IFRSs as adopted by the European Union have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
· make judgements and accounting estimates that are reasonable and prudent; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company, and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed in the Board of Directors section on pages 51 and 52, confirm that, to the best of their knowledge:
• the Company financial statements, which have been prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company;
• the Group financial statements, which have been prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
• they consider the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy; and
• the Directors' report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the Principal Risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors' report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group and Company's auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company's auditors are aware of that information.
Appendix B: Risks and uncertainties
The following description of the principal risks and uncertainties that the Company faces is extracted from the Annual Report and Accounts (pages 35 to 38):
RISKS AND UNCERTAINTIES
Effective risk management is essential to support the achievement of our strategic and operational objectives as we address the challenges and uncertainties facing businesses today.
The Board has overall responsibility for the risk management framework and for ensuring that we manage risks appropriately. Future takes its approach to the identification, evaluation and mitigation of risk and uncertainty extremely seriously, and applies a robust framework that embeds risk management throughout its organisation and across its operations. Whilst it is accepted that risk forms a part of operating in business, delivering its strategic objectives whilst mitigating those risks is a fundamental objective for Future's Board and its executive management teams.
Approach to risk
• Sets the Group's risk appetite taking into account its strategic objectives
• Identifies principal Group risks
• Conducts 'deep dives' into specific Principal Risks
• Carries out a robust assessment of any emerging risks
• Assesses the impact of Principal Risks when analysing the Group's long-term viability and sustainability
• Considers views from management and the Audit Committee as part of its review of the effectiveness of the system of internal controls
The Audit Committee
• Monitors the adequacy and effectiveness of internal control and risk management systems
• Ensures that a robust assessment of the Principal Risks facing the Group has been undertaken
• Includes an update on risk as a standing agenda item for every meeting
Executive Leadership Team
• Prioritises Principal Risks through a formal bi-annual review process
• Allocates resources to manage risks according to potential impact
• Communicates priorities to the business
• Reviews detailed risk registers to agree Principal Risks
• Identifies any emerging actions where Group-wide action is required
• Reviews effectiveness of risk management procedures
• Reports to the Audit Committee and Board on a regular basis
The Executive Leadership Team (ELT) is responsible for identifying risks and working with the Group Financial Controller to capture them in the Group's risk register. All risks identified by the ELT are scored out of 5 (with 5 being the highest) in respect of three areas: the likelihood of the risk crystallising, the impact if the risk does crystallise, and the strength of any mitigation in place (in respect of mitigation, a score of 1 represents strong mitigation). A combined score is then calculated by multiplying each of these scores together (with 125 being the highest possible score).
Whilst Future operates in an evolving environment with several clear risks, it takes a pro-active and robust approach to identifying any new risks, and evaluating and mitigating all known risks through a regular review process.
Our internal controls seek to minimise the impact of risks, either by reducing their likelihood or mitigating their impact, as explained further in the Corporate Governance report on pages 63 to 64, and during the year we have continued to develop those controls. The more granular approach to risk that was introduced in the prior year has ensured that effective risk management remains at the core of the Group's strategy, which includes a formal, six-monthly review by the ELT and the addition of risk management to the Audit Committee as a standard agenda item for every meeting. There have been no significant control failings or weaknesses identified during the year in respect of risk management.
Our Principal Risks
The output from the above process is a summary of Principal Risks that is set out in the table on pages 37 to 38 and summarised in the heat map opposite. The heat map sets out the relative likelihood of the risk crystallising and the impact on the Group if the risk did crystallise - effectively the 'gross' risk score before considering the strength of any mitigation. The relative strength of the mitigation available to the Group to combat each risk is depicted in the colour of the risk on the heat map (green being strong, amber being average and red being low mitigation) with arrows detailing the movement of the gross risk from the prior year. The symbol E has been included in the Summary of Principal Risks table overleaf to indicate risks emerging in FY19.
Each Principal Risk has been analysed according to its impact on both the Group's existing business model, as set out in the 'Future Strategy Wheel', and the core elements of the Group's strategy as set out in the 'Future Playbook'. More information on the Future Strategy Wheel and the Future Playbook can be found on pages 13 and 14. Considering both the existing business model together with the strategic direction of the Group, the Board carried out a robust assessment of long term viability, which included performing sensitivity analysis and reverse stress-testing.
The symbol V has been included in the Summary of Principal Risks table overleaf to indicate those that have been taken into account when performing the viability testing.
Changes to the Group's risk assessment in the year
As a result of the risk review undertaken during the year, several risks identified as Principal Risks in prior years are no longer considered to be as significant and are therefore not included in the Summary of Principal Risks table overleaf, with the reasons for the reduction in the perceived level of risk set out below:
FY18 principal risks not included in FY19 assessment
Reason for reduction in risk rating
Operating environment - the structural change in our operating environment and the pace of transition from print.
The acquisitions of Purch, Mobile Nations and SmartBrief, together with underlying organic growth in digital revenues, mean that the Magazine division is a much smaller proportion of the Group's revenues which has reduced the impact of this risk.
Changes in advertising models - the increasing trends towards ad blocking and privacy could result in Future being unable to monetise online advertising inventory to the same extent it does currently.
Ad blocking has not had a significant impact on the Group's ability to monetise its websites as we have to date effectively mitigated this through the use of technology and working with the Coalition for Better Ads to ensure that we are at the forefront of market best-practice.
Intellectual property - as a publisher, Future is responsible for any intellectual property infringement or legal issue.
Intellectual property infringement and management continues to be a vitally important area, however, with the growth experienced by the Group in the year the materiality of this risk in the context of the overall Group has reduced.
Business Model link: i, ii, vi
Strategy link: 3
The collection, storage and use of personal data by the Group presents a risk of misuse, loss of personal data, or cyber-attack which could result in high penalties from the Information Commissioner's Office (ICO) or claims from data subjects. Future may suffer reputational risk, as well as a significant financial penalty, if it is responsible for the breach.
Future (and the third parties it relies on) is required to comply with strict data protection and privacy legislation, including the General Data Protection Regulation (GDPR). Such laws restrict Future's ability to collect and use personal information and place significant transparency and accountability obligations on Future. The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect the Group.
The Data Protection Officer oversees all data protection matters and works with stakeholders within the Group to review, develop and improve its data practices and procedures.
The Group has implemented a process to respond to subject access requests in a proper and timely fashion and uses a Consent Management Platform on its websites within the IAB's Consent and Transparency Framework.
Controls and contract provisions are in place to ensure compliance with data protection legislation and confirmation is sought from all 3rd parties who might be involved in providing or processing data to ensure they are also in compliance with such legislation.
Staff - Key
Business Model link: i-vii
Strategy link: 1-5
The Group is heavily dependent on its CEO and her absence would have a significant impact on the Group. There is not currently an obvious candidate within the organisation who could step up to replace her as CEO, and the Board would therefore most likely have to undertake an external search for a successor.
The Board has undertaken a detailed succession planning and talent review exercise in the year to ensure (wherever possible) that the Group is not overly exposed to any one employee. This exercise highlights how each of the executive team could be covered in an emergency and who were the obvious successors within the organisation.
The Group has also recruited several new senior roles within the year to provide additional strength in experience and expertise to the senior management team.
In order to attract and retain top talent and ensure that Future remains an attractive place to work, appropriate reward packages (including long term incentive schemes) are in place for key individuals.
Cyber security and IT
Business Model link: i, ii, iii, vi Strategy link: 1
With the further transition away from print and growth in digital revenues the Group is increasingly reliant on technology.
Hacking of the Group's websites or any hacking or infiltration of the Group's public owned and operated infrastructure resulting in loss of data, could result in significant interruption to trading, disruption to the Group's operations and damage to its reputation along with further heavy investment being required.
The data protection elements of this risk have been considered in the Personal Data risk set out above.
Future seeks to ensure all of its systems and public owned and operated infrastructure complies with best practice as regards to security, by continually investing in and upgrading IT systems and processes. The Group's core network is protected by Two-Factor authentication security and firewall restrictions, with a plan in place to mitigate the effects of any hack.
To protect against system/network outages (caused by fraud or other issues), Future's network has multiple back-up facilities held in different locations that minimises any single point of failure. Servers are distributed across two main data centre locations and several controlled server rooms in different buildings in Bath, Bournemouth and New York.
Following the completion of acquisitions, assets are quickly moved onto the Group's existing infrastructure (data centres and Cloud based providers) except where not possible or practicable. Websites acquired by the Group are usually transitioned to the Group's platform to ensure they meet the required security and best-practice standards.
Business Model link: ii-vi
Strategy link: 2
Political and economic instability and uncertainty in the UK or US could have an adverse impact on the Group's operations.
We do not expect Brexit to have a significant impact on the business however a high degree of economic uncertainty still remains which could reduce consumer spending, resulting in loss of revenue and impact on advertisers.
This risk is mitigated by keeping abreast of macro-economic developments and ensuring that the Group responds swiftly to any as they materialise.
The Group is diverse, both geographically and through its large number of revenue streams. This insulates it from political or economic instability in any particular country or region.
In addition, the Group has focused on being the market leader wherever possible, which should make it more durable in a recession as historically advertisers are more likely to continue to spend with the market leader in any particular sector.
Business Model Link: i, iii-vi Strategy link: 2
The continued industry shift in the advertising model from 1st Party advertising to Premium Programmatic advertising exposes the Group to commercial risk as this is likely to result in a reduction in yield.
The Group seeks to mitigate this risk by ensuring that its sales teams are trained to sell the benefits associated with working with Future (rather than acquiring advertising programmatically) and by ensuring that we continue to maintain and develop deep direct client relationships.
This risk is further mitigated by the Group's expansion of its video offering which further diversifies its revenue streams, and through the use of its Hybrid technology which ensures that Future drives the best yields available in the market.
Reliance on 'search'
Business Model Link: ii-iv, vi, vii
Strategy link: 3
Future is very exposed to Google to the extent that its websites are reliant on 'search' (i.e. a user navigating to one of Future's websites via a search engine such as Google).
Any unforeseen change to the Google algorithm, its nature or business model could significantly impact the
Future has a dedicated audience development team who work to ensure Future embeds best practice within its editorial and technical teams.
In addition, Future continues to invest in the creation of top quality content, that follows best practice to meet the needs of audiences and therefore mitigate as much as possible its reliance on 'search'.
The Group's recent diversification into B2B drives a direct relationship with the end customer and the Group continues to invest in other direct sources to drive direct traffic and reduce its reliance on Google.
Business Model link: i-vii
Strategy link: 5
The Group continues to search for opportunities to grow through acquisition. There is a risk that any such acquisition or its subsequent integration fails to create value for shareholders.
The Group has successfully completed and integrated eight acquisitions over the last 36 months. The management team is highly experienced and adept at identifying suitable acquisition opportunities, executing the deal and integrating the acquired business into the wider Group.
The risk is further mitigated through the performance of due diligence appropriate to the size and scale of the acquisition, and the preparation of a clear and detailed integration plan which is carefully managed.
The Directors do not see the impact of climate change as one of the Group's Principal Risks. For more information on Group initiatives to minimise and mitigate its environmental impact, please refer to the Corporate Responsibility Report on pages 41 and 42.
Link to Future's Business Model:
i. Email newsletters
ii. Membership and subscriptions
iv. Events & experiential
vi. eCommerce and lead gen
vii. Content publishing & licensing
Link to our vision and strategy:
1. A global specialist media platform
2. We create fans of brands
3. Our loyal communities
4. Diversifying monetisation
5. Expanding global reach
V: Risk taken into account as part of the Company's long term viability assessment (see page 39)
E: Emerging risk for FY19
Appendix C: Related Party transactions
The following related party transactions are extracted from the Annual Report and Accounts (page 143):
The Group had no material transactions with related parties in 2019 or 2018 which might reasonably be expected to influence decisions made by users of these financial statements.
During the year, the Company had management charges payable of £1.4m (2018: £0.9m) to subsidiary undertakings. The outstanding balance owed at 30 September 2019 was £1.4m (2018: £0.9m). See note 21 for details.
No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel compensation are set out in the Directors' Remuneration Report on page 88.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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