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REG - Ebiquity PLC - Final Results <Origin Href="QuoteRef">EBQ.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSb6811Aa 

charged to equity in which case
the changes in the tax estimates will also be reflected in equity. The Group
believes that its accruals for tax liabilities are adequate for all open audit
years based on its assessment of many factors including past experience and
interpretations of tax law. This assessment relies on estimates and
assumptions and may involve a series of complex judgements about future
events. To the extent that the final tax outcome of these matters is different
than the amounts recorded, such differences will impact income tax expense in
the period in which such determination is made. 
 
Provisions 
 
The Group provides for certain costs of reorganisation that has occurred due
to the Group's acquisition and disposal activity. When the final amount
payable is uncertain, these are classified as provisions. These provisions are
based on the best estimates of management. 
 
Adoption of new standards and interpretations 
 
On 1 January 2016, the Group adopted the following amendments to IFRS. The
accounting pronouncements, none of which is considered by the Group as
significant on adoption, are: 
 
·      Amendments to IAS 1 "Disclosure Initiative". These amendments are as
part of the IASB's initiative to improve presentation and disclosure in
financial reports. 
 
·      Amendments to IFRS 11 "Accounting for Acquisitions of Interests in
Joint Operations". This amendment adds new guidance on how to account for the
acquisition of an interest in a joint operation that constitutes a business. 
 
·      Amendments to IAS 16 'Property, plant and equipment' and IAS 38
'Intangible assets'. This amendments provide clarification of acceptable
methods of depreciation and amortisation. 
 
·      Improvements to IFRS: 2012-2014 cycle. 
 
2. Segmental reporting 
 
In accordance with IFRS 8 the Group's operating segments are based on the
reports reviewed by the Executive Directors that are used to make strategic
decisions. 
 
Certain operating segments have been aggregated to form three reportable
segments, Media Value Measurement, Market Intelligence and Marketing
Performance Optimization: 
 
·    Media Value Measurement includes our media benchmarking, financial
compliance and associated services. 
 
·    Market Intelligence includes our advertising monitoring, reputation
management and research/insight services. 
 
·    Marketing Performance Optimization consists of our marketing
effectiveness and multi-channel analytics services. 
 
The Executive Directors are the Group's chief operating decision-maker. They
assess the performance of the operating segments based on operating profit
before highlighted items. This measurement basis excludes the effects of
non-recurring expenditure from the operating segments such as restructuring
costs and purchased intangible amortisation. The measure also excludes the
effects of equity-settled share-based payments. Interest income and
expenditure are not allocated to segments, as this type of activity is driven
by the central treasury function, which manages the cash position of the
Group. 
 
The segment information provided to the Executive Directors for the reportable
segments for the year ended 31 December 2016 is as follows: 
 
Year ended 31 December 2016 
 
                                                      Media Value Measurement  Market Intelligence  Marketing Performance Optimization  Reportable segments  Unallocated  Total    
                                                      £'000                    £'000                £'000                               £'000                £'000        £'000    
 Revenue                                              47,161                   23,360               13,048                              83,569               -            83,569   
 Operating profit/(loss) before highlighteditems      12,124                   3,902                3,739                               19,765               (6,806)      12,959   
 Total assets                                         56,948                   32,469               11,868                              101,285              9,648        110,933  
 Other segment information                                                                                                                                                         
 Capital expenditure - property, plant and equipment  46                       455                  4                                   505                  35           540      
 Capital expenditure - intangible assets              586                      591                  155                                 1,332                765          2,097    
 Capital expenditure - goodwill                       464                      -                    -                                   464                  -            464      
 Total                                                1,096                    1,046                159                                 2,301                797          3,098    
 
 
Eight month period ended 31 December 2015 
 
                                                                                 Marketing                                       
                                                      Media Value  Market        Performance   Reportable                        
                                                      Measurement  Intelligence  Optimization  segments    Unallocated  Total    
                                                      £'000        £'000         £'000         £'000       £'000        £'000    
 Revenue                                              20,409       16,002        6,899         43,310      -            43,310   
 Operating (loss)/profit before highlighteditems      (81)         2,070         1,874         3,863       (3,866)      (3)      
 Total assets                                         53,011       29,398        10,640        93,049      13,618       106,667  
 Other segment information                                                                                                       
 Capital expenditure - property, plant and equipment  26           -             12            38          512          550      
 Capital expenditure - intangible assets              77           -             -             77          750          827      
 Total                                                103          -             12            115         1,262        1,377    
 
 
A reconciliation of segment operating profit before highlighted items to total
profit before tax is provided below: 
 
                                                                            Eight month   
                                                               Year ended   period ended  
                                                               31 December  31 December   
                                                               2016         2015          
                                                               £'000        £'000         
 Reportable segment operating profit before highlighted items  19,765       3,863         
 Unallocated costs1:                                                                      
 Staff costs                                                   (5,219)      (3,281)       
 Property costs                                                (786)        (260)         
 Exchange rate movements                                       (158)        31            
 Other administrative expenses                                 (643)        (356)         
 Operating profit/(loss) before highlighted items              12,959       (3)           
 Highlighted items (note 3)                                    (5,202)      (6,656)       
 Operating profit/(loss)                                       7,757        (6,659)       
 Net finance costs                                             (1,132)      (800)         
 Share of profit of associates                                 -            13            
 Profit/(loss) before tax                                      6,625        (7,446)       
 
 
1      Unallocated costs comprise central costs that are not considered
attributable to the segments. 
 
A reconciliation of segment total assets to total consolidated assets is
provided below: 
 
                                       31 December  31 December  
                                       2016         2015         
                                       £'000        £'000        
 Total assets for reportable segments  101,285      93,049       
 Unallocated amounts:                                            
 Property, plant and equipment         1,900        2,278        
 Other intangible assets               1,517        2,853        
 Other receivables                     1,015        2,892        
 Cash and cash equivalents             3,989        3,478        
 Deferred tax asset                    1,227        2,113        
 Investments in associates             -            4            
 Total assets                          110,933      106,667      
 
 
The table below presents revenue and non-current assets by geographical
location: 
 
                      Year ended        Eight month period ended  
                      31 December 2016  31 December 2015          
                      Revenue by                                  Revenue by                
                      location of       Non-current               location of  Non-current  
                      customers         assets                    customers    assets       
                      £'000             £'000                     £'000        £'000        
 United Kingdom       22,627            46,617                    13,142       46,955       
 Rest of Europe       31,586            9,378                     14,786       7,957        
 North America        20,032            7,257                     10,376       6,297        
 Rest of world        9,324             11,265                    5,006        10,118       
                      83,569            74,517                    43,310       71,327       
 Deferred tax assets  -                 1,338                     -            2,267        
 Total                83,569            75,855                    43,310       73,594       
 
 
No single customer (or group of related customers) contributes 10% or more of
revenue. 
 
3. Highlighted items 
 
Highlighted items comprise non-cash charges and non-recurring items which are
highlighted in the income statement because separate disclosure is considered
relevant in understanding the underlying performance of the business. 
 
                                        Year ended        Eight month period ended  
                                        31 December 2016  31 December 2015          
                                        Cash              Non-cash                  Total  Cash   Non-cash  Total  
                                        £'000             £'000                     £'000  £'000  £'000     £'000  
 Administrative expenses recurring:                                                                                
 Recurring:                                                                                                        
 Share option (credit)/charge           (92)              652                       560    203    228       431    
 Amortisation of purchased intangibles  -                 1,865                     1,865  -      1,327     1,327  
                                        (92)              2,517                     2,425  203    1,555     1,758  
 Non-recurring:                                                                                                    
 Acquisition and integration costs      2,777             -                         2,777  533    -         533    
 Impairment charge                      -                 -                         -      -      4,365     4,365  
                                        2,777             -                         2,777  533    4,365     4,898  
 Total highlighted items before tax     2,685             2,517                     5,202  736    5,920     6,656  
 Taxation credit                        (252)             (88)                      (340)  (128)  (628)     (756)  
 Total highlighted items after tax      2,433             2,429                     4,862  608    5,292     5,900  
 
 
Amortisation of purchased intangibles relates to acquisitions made in the
current financial year of £26,000 and to acquisitions made in prior years of
£1,839,000. 
 
The share option cash credit of £92,000 arising during the year is in relation
to national insurance contributions on share options not exercised. In
addition, a non-cash IFRS 2 charge of £652,000 was also recorded. 
 
Total acquisition and integration costs of £2,777,000 were recognised during
the year. 
 
Acquisition costs totalling £1,996,000 primarily consists of £841,000 in
relation to an earn-out extension agreed in March 2016 and associated to the
Stratigent acquisition in 2013; deferred consideration adjustments of £575,000
resulting from foreign exchange differences net of the impact of discounting
to present value; £295,000 of professional fees were incurred in relation to
acquisitions; and £285,000 was recognised following the transparency work
performed for the US Association of National Advertisers. 
 
Integration costs totalling £781,000 primarily consists of severance costs of
£568,000 arising from the restructure of senior management in Spain, Ireland
and France; and fees of £251,000 in relation to the appointment of the new
Group CEO. Other one-off charges recognised in highlighted items during the
year include a credit of £66,000 following the write-off of certain
dilapidation provisions and £28,000 of other integration costs. 
 
Current tax arising on the highlighted items is included as a cash item, while
deferred tax on highlighted items is included as a non-cash item. Refer to
note 7 for more detail. 
 
Deferred consideration adjustments, within acquisition and integration costs,
are included as a cash item. 
 
As at 31 December 2016, £1,197,000 of the £2,685,000 cash highlighted items
had been settled. 
 
4. Taxation charge/(credit) 
 
                                                              Year ended        Eight month period ended  
                                                              31 December 2016  31 December 2015          
                                                              Before                                             Before                             
                                                              highlighted       Highlighted                      highlighted  Highlighted           
                                                              items             items                     Total  items        items        Total    
                                                              £'000             £'000                     £'000  £'000        £'000        £'000    
 UK tax                                                                                                                                             
 Current year/period                                          912               (187)                     725    194          (128)        66       
 Adjustment in respect of prior year/period                   (205)             -                         (205)  (236)        -            (236)    
                                                              707               (187)                     520    (42)         (128)        (170)    
 Foreign tax                                                                                                                                        
 Current year/period                                          1,409             (65)                      1,344  248          -            248      
 Adjustment in respect of prior year/period                   (94)              -                         (94)   (160)        -            (160)    
                                                              1,315             (65)                      1,250  88           -            88       
 Totalcurrenttax                                              2,022             (252)                     1,770  46           (128)        (82)     
 Deferred tax                                                                                                                                       
 Origination and reversal of temporary differences (note 20)  160               (88)                      72     (622)        (628)        (1,250)  
 Adjustment in respect of prior year/period                   388               -                         388    -            -            -        
 Total tax charge/(credit)                                    2,570             (340)                     2,230  (576)        (756)        (1,332)  
 
 
The difference between tax as charged/(credited) in the financial statements
and tax at the nominal rate is explained below: 
 
                                                                     Eight month  
                                                        Year ended   periodended  
                                                        31 December  31 December  
                                                        2016         2015         
                                                        £'000        £'000        
 Profit/(loss) before tax                               6,625        (7,446)      
 Corporation tax at 20% (31 December 2015: 20%)         1,325        (1,489)      
 Non-deductible taxable expenses                        265          943          
 Overseas tax rate differential                         189          24           
 Overseas losses not recognised                         66           832          
 Share options                                          319                       
 Losses utilised not previously recognised              (7)          (80)         
 Adjustment in respect of prior years                   89           (396)        
 Effect of change in statutory tax rates                9            (265)        
 Deferred tax movement                                  224          (985)        
 Recognition of deferred tax not previously recognised  (249)        -            
 Other                                                  -            84           
 Total tax charge/(credit)                              2,230        (1,332)      
 
 
Reductions in the UK corporation tax rate to 19% (effective from 1 April 2017)
and to 18% (effective 1 April 2020) were substantively enacted on 26 October
2015. Further reductions to 17% (effective 1 April 2020) were substantively
enacted on 6 September 2016. As these changes have been substantively enacted
at the statement of financial position date, their effects are included in
these financial statements. 
 
5. Earnings/(loss) per share 
 
The calculation of the basic and diluted earnings per share is based on the
following data: 
 
                                                                                                                                         Eight month  
                                                                                                                            Year ended   periodended  
                                                                                                                            31 December  31 December  
                                                                                                                            2016         2015         
                                                                                                                            £'000        £'000        
 Earnings for the purpose of basic earnings per share being net profit/(loss) attributable to equity holders of the parent  4,150        (6,221)      
 Adjustments:                                                                                                                                         
 Impact of highlighted items (net of tax)1                                                                                  4,837        5,885        
 Earnings for the purpose of underlying earnings per share                                                                  8,987        (336)        
 Number of shares:                                                                                                                                    
 Weighted average number of shares during the period                                                                                                  
 - Basic                                                                                                                    77,186,127   76,976,240   
 - Dilutive effect of share options                                                                                         2,598,806    1,993,033    
 - Diluted                                                                                                                  79,784,933   78,969,273   
 Basic earnings/(loss) per share                                                                                            5.38p        (8.08)p      
 Diluted earnings/(loss) per share                                                                                          5.20p        (8.08)p      
 Underlying basic earnings/(loss) per share                                                                                 11.64p       (0.44)p      
 Underlying diluted earnings/(loss) per share                                                                               11.26p       (0.43)p      
 
 
1    Highlighted items attributable to equity holders of the parent (see note
3), stated net of their total tax impact. 
 
6. Goodwill 
 
                                                     £'000    
 Cost                                                         
 At 1 May 2015                                       58,096   
 Adjustments in respect of a pre-acquisition period  (177)    
 Foreign exchange differences                        37       
 At 31 December 2015                                 57,956   
 Additions1                                          426      
 Foreign exchange differences                        2,792    
 At 31 December 2016                                 61,174   
 Accumulated impairment                                       
 At 1 May 2015                                       -        
 At 31 December 2015                                 (3,129)  
 Impairment                                          -        
 At 31 December 2016                                 (3,129)  
 Net book value                                               
 At 31 December 2016                                 58,045   
 At 31 December 2015                                 54,827   
 
 
1      £426,000 of goodwill was recognised following the acquisition of the
remaining 50% interest in the Group's Irish media consultancy associate,
Fairbrother Marsh Company Limited. Refer to note 28 for further details. 
 
Goodwill has been allocated to the following segments: 
 
                                                  Eight month   
                                     Year ended   period ended  
                                     31 December  31 December   
                                     2016         2015          
                                     £'000        £'000         
 Media Value Measurement             28,778       26,886        
 Market Intelligence                 22,360       21,904        
 Marketing Performance Optimization  6,907        6,037         
                                     58,045       54,827        
 
 
The Group tests goodwill annually for impairment or more frequently if there
are indications that goodwill may be potentially impaired. Goodwill is
allocated to the Group's cash-generating units (CGUs) in order to carry out
impairment tests. The Group's remaining carrying value of goodwill by CGU at
31 December was as follows: 
 
                                                                                                            Eight month   
                                                                                               Year ended   period ended  
                                                                                               31 December  31 December   
                                                                                               2016         2015          
 Cash-generating unit              Reporting segment                                           £'000        £'000         
 Advertising UK/USA/International  Market Intelligence                                         19,114       19,114        
 Media UK and International1       Media Value Measurement                                     9,238        8,770         
 Stratigent (MCA)                  Marketing Performance Optimization                          5,229        4,359         
 China                             Media Value Measurement                                     4,966        4,429         
 Media Germany                     Media Value Measurement                                     4,319        4,297         
 Media Value Group                 Media Value Measurement/Marketing Performance Optimization  3,035        2,624         
 FirmDescisions                    Media Value Measurement                                     2,981        2,981         
 Media Australia                   Media Value Measurement                                     2,506        2,115         
 Advertising Germany               Market Intelligence                                         2,333        2,016         
 Effectiveness                     Marketing Performance Optimization                          1,678        1,678         
 Advertising Australia             Market Intelligence                                         764          645           
 Media America                     Media Value Measurement                                     604          604           
 Media France                      Media Value Measurement                                     559          527           
 Media Italy                       Media Value Measurement                                     381          330           
 Russia                            Media Value Measurement                                     337          337           
                                                                                               58,045       54,827        
 
 
1      At 31 December 2016, the balance includes £426,000 of acquired goodwill
recognised following the acquisition of the remaining 50% interest in the
Group's Irish media consultancy associate, Fairbrother Marsh Company Limited.
Refer to note 28 for further details. 
 
The impairment test involves comparing the carrying value of the CGU to which
the goodwill has been allocated to the recoverable amount. The recoverable
amount of all CGUs has been determined based on value in use calculations. 
 
Under IFRS, an impairment charge is required for goodwill when the carrying
amount exceeds the recoverable amount, defined as the higher of fair value
less costs to sell and value in use. No impairment of goodwill was recognised
in the year ended 31 December 2016 (8 months ended 31 December 2015:
£3,129,000). 
 
Value in use calculations 
 
The key assumptions used in management's value in use calculations are
budgeted operating profit, pre-tax discount rate, and the long-term growth
rate. The Directors prepare a three year pre-tax cash flow forecast based on
the following financial year's budget as approved by the Board, with revenue
and cost forecasts for the following two years adjusted by segment and
geography. The forecast takes account of actual results from previous years
combined with management expectations of market developments. 
 
The Directors estimate discount rates using rates that reflect current market
assessments of the time value of money and risk specific to the
cash-generating units. The three-year pre-tax cash flow forecasts have been
discounted at between 7.2% and 8.7% (31 December 2015: between 8.2% and
9.7%). 
 
Cash flows beyond the three year period are extrapolated at a rate of 2.25%
(31 December 2015: 2.25%), which does not exceed the long-term average growth
rate in any of the markets in which the Group operates. 
 
The excess of the value in use to the goodwill carrying values for each CGU
gives the level of headroom in each CGU. The estimated recoverable amounts of
the Group's operations in all CGU's significantly exceed their carrying values
with the exception of China, where the headroom exceeds its carrying value by
£1.8 million. 
 
Sensitivity analysis 
 
The Group's calculations of value in use for its respective CGUs are sensitive
to a number of key assumptions. Other than disclosed below, management does
not consider a reasonably possible change in isolation, of any of the key
assumptions to cause the carrying value of any CGU to exceed its value in
use. 
 
                              China%  
 Budgeted operating profit    (21.7)  
 Pre-tax discount rate        1.6     
 Long-term growth rate        (1.9)   
 
 
7. Other intangible assets 
 
                               Capitalised            Purchased   Total       
                               development  Computer  intangible  intangible  
                               costs        software  assets1     assets      
                               £'000        £'000     £'000       £'000       
 Cost                                                                         
 At 1 May 2015                 2,997        2,194     23,259      28,450      
 Additions                     652          175       -           827         
 Disposals                     -            (13)      -           (13)        
 Foreign exchange differences  (11)         27        40          56          
 At 31 December 2015           3,638        2,383     23,299      29,320      
 Additions                     1,091        781       -           1,872       
 Acquisitions2                 -            -         225         225         
 Disposals                     (453)        (260)     -           (713)       
 Foreign exchange differences  68           147       1,414       1,629       
 At 31 December 2016           4,344        3,051     24,938      32,333      
 Amortisation and impairment                                                  
 At 1 May 2015                 (1,136)      (1,120)   (11,016)    (13,272)    
 Charge for the period3        (194)        (190)     (1,327)     (1,711)     
 Disposals                     -            12        -           12          
 Impairment4                   (214)        -         (559)       (773)       
 Foreign exchange differences  -            (22)      (27)        (49)        
 At 31 December 2015           (1,544)      (1,320)   (12,929)    (15,793)    
 Charge for the year3          (256)        (330)     (1,865)     (2,451)     
 Disposals                     425          260       -           685         
 Foreign exchange differences  (1)          (127)     (612)       (740)       
 At 31 December 2016           (1,376)      (1,517)   (15,406)    (18,299)    
 Net book value                                                               
 At 31 December 2016           2,968        1,534     9,532       14,034      
 At 31 December 2015           2,094        1,063     10,370      13,527      
 
 
1      Purchased intangible assets consist principally of customer
relationships with a typical useful life of 10 years. 
 
2      Customer relationships of £142,000 and a brand valuation of £83,000
were recognised during the year as part of the acquisition of Fairbrother
Marsh Company Limited. Refer to note 28 for further details. 
 
3      Amortisation is charged within administrative expenses so as to write
off the cost of the intangible assets over their estimated useful lives. The
amortisation of purchased intangible assets is included as a highlighted
administrative expense. 
 
4      No impairment charge is required for the year to 31 December 2016
following management's review of the carrying value of other intangible
assets. In the prior period, an impairment charge of £773,000 was recorded to
fully write off the purchased intangible assets and related capitalised
development costs of the Reputation business. 
 
8. Financial liabilities 
 
                                    31 December  31 December  
                                    2016         2015         
                                    £'000        £'000        
 Current                                                      
 Bank overdraft                     2,062        2,391        
 Bank borrowings                    2,410        2,410        
 Finance lease liabilities          4            4            
 Contingent deferred consideration  1,777        3,422        
                                    6,253        8,227        
 Non-current                                                  
 Bank borrowings                    30,205       32,615       
 Finance lease liabilities          5            9            
 Contingent deferred consideration  238          1,431        
                                    30,448       34,055       
 Total financial liabilities        36,701       42,282       
 
 
                                                                                                                                   
                                                             Bank        Bank        Finance lease  Contingentdeferred             
                                                             overdrafts  borrowings  liabilities    consideration       Total      
                                                             £'000       £'000       £'000          £'000               £'000      
 At 1 May 2015                                               1,411       34,291      17             8,999               44,718     
 Additions                                                   980         -           -              -                   980        
 Paid                                                        -           -           (4)            (4,063)             (4,067)    
 Charged to the income statement                             -           60          -              (82)                (22)       
 Discounting charged to the income statement                 -           -           -              (148)               (148)      
 Discounting charged to the statement of financial position  -           -           -              (49)                (49)       
 Borrowings                                                  -           2,578       -                                  2,578      
 Repayments                                                  -           (1,982)     -              -                   (1,982)    
 Foreign exchange released to the Income statement           -           78          -              198                 276        
 Foreign exchange released to reserves                       -           -           -              (2)                 (2)        
 At 31 December 2015                                         2,391       35,025      13             4,853               42,282     
 Recognised on acquisition                                   -           -           -              557                 557        
 Additions                                                   (329)       -           -              -                   (329)      
 Paid                                                        -           -           (4)            (5,110)             (5,114)    
 Charged to the income statement                             -           90          -              638                 728        
 Discounting charged to the income statement                 -           -           -              155                 155        
 Discounting charged to the statement of financial position  -           -           -              (39)                (39)       
 Borrowings                                                  -           3,336       -              -                   3,336      
 Repayments                                                  -           (6,410)     -              -                   (6,410)    
 Foreign exchange released to the income statement           -           574         -              808                 1,382      
 Foreign exchange released to reserves                       -           -           -              153                 153        
 At 31 December 2016                                         2,062       32,615      9              2,015               36,701     
 
 
A currency analysis for the bank borrowings is shown below: 
 
                        31 December  31 December  
                        2016         2015         
                        £'000        £'000        
 Pounds Sterling        32,615       32,096       
 Euros                  -            2,929        
 Total bank borrowings  32,615       35,025       
 
 
All bank borrowings are held jointly with Barclays and Royal Bank of Scotland
('RBS'). The committed facility, totalling £40,000,000, comprises a term loan
of £10,000,000 (of which £3,750,000 remains outstanding at 31 December 2016
(31 December 2015: £6,250,000)), and a revolving credit facility ('RCF') of
£30,000,000 (of which £29,000,000 was drawn down at 31 December 2016 (31
December 2015: £29,000,000)). Both the term loan and the RCF have a maturity
date of 2 July 2018. The £10,000,000 term loan is being repaid on a quarterly
basis to maturity, and the drawn RCF and any further drawings under the RCF
are repayable on maturity of the facility. The facility may be used for
deferred consideration payments on past acquisitions, to fund future potential
acquisitions, and for general working capital requirements. 
 
Loan arrangement fees of £135,000 (31 December 2015: £225,000) are offset
against the term loan, and are being amortised over the period of the loan. 
 
The facility bears variable interest of LIBOR plus a margin of 2.50%. The
margin rate is able to be lowered each quarter end depending on the Group's
net debt to EBITDA ratio. 
 
The undrawn amount of the revolving credit facility is liable to a fee of 40%
of the prevailing margin. The Group may elect to prepay all or part of the
outstanding loan subject to a break fee, by giving 5 business days' notice. 
 
All amounts owing to the bank are guaranteed by way of fixed and floating
charges over the current and future assets of the Group. As such, a composite
guarantee has been given by all significant subsidiary companies in the UK,
USA and Germany. 
 
Contingent deferred consideration represents additional amounts that are
expected to be payable for acquisitions made by the Group and is held at fair
value at the statement of financial position date. All amounts are expected to
be fully paid by August 2017. 
 
All finance lease liabilities fall due within five years. The minimum lease
payments and present value of the finance leases are as follows: 
 
                                                    Minimum lease payments  
                                                    31 December             31 December  
                                                    2016                    2015         
                                                    £'000                   £'000        
 Amounts due:                                                                            
 Within one year                                    6                       6            
 Between one and five years                         6                       12           
                                                    12                      18           
 Less: finance charges allocated to future periods  (3)                     (5)          
 Present value of lease obligations                 9                       13           
 
 
The minimum lease payments approximate the present value of minimum lease
payments. 
 
9. Dividends 
 
                                        31 December  31 December  
                                        2016         2015         
                                        £'000        £'000        
 Dividend in respect of the prior year  292          291          
 Total dividend paid                    292          291          
 
 
A dividend of £292,000 (0.4p per share) was paid during the current financial
year (31 December 2015: £291,000). Dividends were paid to non-controlling
interests as shown in the consolidated statement of changes in equity. 
 
10. Cash generated from operations 
 
                                                     31 December  31 December  
                                                     2016         2015         
                                                     £'000        £'000        
 Profit/(loss) before taxation                       6,625        (7,446)      
 Adjustments for:                                                              
 Depreciation                                        1,231        770          
 Amortisation (note 7)                               2,451        1,711        
 Impairment of goodwill                              -       K    3,129        
 Impairment of intangible assets                     -            773          
 Loss on disposal                                    33           18           
 Unrealised foreign exchange loss                    (107)        (95)         
 Share option charges                                653          228          
 Finance income                                      (18)         (13)         
 Finance expenses                                    1,150        813          
 Share of profit of associates                       -            (13)         
 Contingent deferred consideration revaluations      1,599        (32)         
                                                     13,617       (157)        
 (Increase)/decrease in trade and other receivables  (3,968)      5,549        
 Increase/(decrease) in trade and other payables     1,312        (333)        
 Movement in provisions                              (179)        (31)         
 Cash generated from operations                      10,782       5,028        
 
 
11. Acquisitions 
 
Fairbrother Marsh Company Limited ('FMC') 
 
On 11 March 2016, the Group acquired the outstanding 50% interest in its Irish
media consultancy associate, Fairbrother Marsh Company Limited ('FMC'). The
50% interest in FMC was acquired for an initial cash consideration of E150,000
(£118,000). E643,000 (£500,000) in deferred consideration was recognised at
acquisition however, the maximum total purchase consideration is up to
E2,000,000 (£1,559,000), payable in cash, depending on the performance of the
FMC business during the period ending 31 December 2020. 
 
The fair value of the purchase consideration for the acquisition of FMC is as
follows: 
 
                                                                   
                                                            £'000  
 Cash                                                       118    
 Net present value of contingent deferred consideration1    500    
 Total purchase consideration                               618    
 
 
1      The fair value of contingent deferred consideration payable is based on
EBIT for the years ending 31 December 2019 and 31 December 2020 with stage
payments each year from 2017 onwards based on two year averages. The potential
range of future payments that Ebiquity plc could be required to make under the
contingent consideration arrangement is between £nil and £1,441,000 and will
be paid in cash. All contingent deferred consideration payments are expected
to be paid by June 2021. 
 
The carrying value and the provisional fair value of the net assets recognised
at the date of acquisition are as follows: 
 
                                                     Carrying value  Fair value adjustments1  Fair value  
                                                     £'000           £'000                    £'000       
 Customer relationships                              -               142                      142         
 Brands                                              -               83                       83          
 Property, plant and equipment                       10              -                        10          
 Trade and other receivables                         140             -                        140         
 Cash and cash equivalents                           162             -                        162         
 Trade and other payables                            (250)           (27)                     (277)       
 Deferred tax liabilities                            -               (28)                     (28)        
 Net assets acquired                                 62              170                      232         
 Fair value of 50% previously held equity interest2                                           (40)        
 Goodwill arising on acquisition3                                                             426         
 Total purchase consideration                                                                 618         
 
 
1      The fair value adjustments relate to the finalisation of the allocation
of the purchase consideration accounting for intangible assets (customer
relationships and brands), trade and other payables and deferred tax
liabilities. The fair value of trade and other receivables includes trade
receivables with a fair value and gross contractual value of £94,000. 
 
2      A loss of £5,000 was recognised and charged to the income statement on
the disposal of the original 50% previously held equity interest in FMC. 
 
3      The goodwill recognised of £426,000 is attributable to the assembled
workforce, expected synergies and other intangible assets, which do not
qualify for separate recognition. None of the goodwill arising from the
acquisition is expected to be tax deductible. 
 
FMC contributed £519,000 to revenue and £62,000 to profit before tax for the
period between the date of acquisition and the year ended 31 December 2016. If
the above transaction had been completed on 1 January 2016, management
estimates Group revenue would have been £83,640,000 and Group operating profit
before highlighted items would have been £12,922,000 during the financial year
to 31 December 2016. 
 
Acquisition-related costs of £20,000 were charged to the Group's financial
statements as administrative expenses during the year ended 31 December 2016.
Refer to note 3 "highlighted items" for further details. 
 
Fairbrother Iberica and Partners SL 
 
On 15 December 2015, the Group acquired the remaining 35% in its subsidiary
undertaking, Fairbrother Iberica and Partners SL, from the minority
shareholder for cash consideration of E60,000 (£43,000). Subsequently,
Fairbrother Iberica and Partners SL was liquidated and its business and assets
were transferred to Media Value SL. 
 
12. Events after the reporting period 
 
There have been no events after the reporting period requiring disclosure. 
 
13. Financial Information 
 
The financial information included in this report does not amount to full
financial statements within the meaning of Section 434 of Companies Act 2006.
The financial information has been extracted from the Group's Annual Report
and financial statements for the period ended 31 December 2016, on which an
unqualified report has been made by the Company's auditors,
PricewaterhouseCoopers LLP. Financial statements for the period ended 31
December 2016 have been delivered to the Registrar of Companies; the report of
the auditors on those accounts was unqualified and did not contain a statement
under Section 498 of the Companies Act 2006. The 31 December 2016 statutory
accounts are expected to be published on 12 April 2017. 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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