REG - Ebiquity PLC - Final Results
22/04/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250422:nRSV5537Fa&default-theme=true
RNS Number : 5537F Ebiquity PLC 22 April 2025
22 April 2025
Ebiquity plc
Final Results for the year ended 31 December 2024
Challenging conditions impacted H1 2024 performance, Stronger H2 2024
performance and encouraging start to 2025
New executive team focused on profitable growth
Ebiquity plc ("Ebiquity", the "Company" or the "Group"), a world leader in
media investment analysis, announces its results for the year ended 31
December 2024.
Financial Headlines
Year ended 31 December 2024 2023 Change
£m £m £m %
Revenue 76.8 80.2 (3.4) (4.3%)
Adjusted Operating Profit(1) 7.9 12.0 (4.1) (34.3%)
Adjusted Operating Profit Margin %(1) 10.3% 15.0% (4.7pp) (38.1%)
Adjusted Profit before Tax(1) 6.5 9.7 (3.2) (33.0%)
Adjusted Diluted Earnings per Share(1) 3.2p 5.3p (2.1p) (40.4%)
Statutory Operating Loss before Tax (0.9) (0.3) (0.6) (200%)
Statutory Loss before Tax (2.3) (2.6) 0.3 11.5%
1. Adjusted numbers exclude highlighted items and are alternative
performance measures ('APMs') adopted by the Group. These non-GAAP measures
are considered useful in helping to explain the performance of the Group and
are consistent with how business performance is measured internally by the
Group. Further details of the APMs, including their reconciliation to
statutory numbers, are given below.
· Revenue decreased by £3.4 million to £76.8 million (-4.3%)
· Adjusted Operating Profit decreased by £4.1 million to £7.9 million
(-34.3%)
· Adjusted Operating Profit margin decreased by 4.7 percentage points
to 10.3% (2023: 15.0%)
· Statutory Operating Loss increased by £0.6m to £0.9m
· Net bank debt of £14.8 million with cash balances of £9.1 million
and undrawn bank facilities of £6.0 million, an increase of £2.9 million
· Adjusted cash from operations of £8.6 million, with conversion being
at 108% of adjusted operating profit (2023: £14.7 million, 122%)
Stronger H2 performance
· H2 Revenue of £38.9m was 2.7% higher than H1 (H1 2024: £37.9m)
· H2 Adjusted Operating Profit of £5.6m was 143.5% greater than H1 (H1
2024: £2.3m) and was broadly consistent with H2 2023 of £6.0m
· H2 2024 saw a recovery in the Operating Margin to 14.3% (2023: 15%)
· Strong cash collections during Q4 resulted in Net Debt as at 31
December 2024 at £14.8m (31 December 2023: £11.9m), £0.5m lower than it had
been at H1 (30 June 2024: £15.3m)
Outlook
The Company has seen encouraging trading in the first quarter of 2025,
slightly ahead of management's expectations for both revenue and adjusted
operating profit. The Board is encouraged by the strategic progress being made
under its reshaped leadership team and the outlook for the full year ending 31
December 2025 remains in line with Board expectations.
The Company intends to continue investing in R&D initiatives and expanding
its AI capabilities, such as the Company's agentic AI solution through which
clients can validate in advance their campaign plans, which remains on track
for launch in the second half of 2025.
While the current macroenvironment creates considerable uncertainty and
potential disruption for many of Ebiquity's clients, the Company is uniquely
positioned to help brands effectively navigate these challenges, as was
demonstrated during the automotive chip shortage crisis as well as during the
COVID-19 pandemic.
Ruben Schreurs, Chief Executive Officer, said:
"I was deeply honoured to be appointed Chief Executive Officer of the Company
in November 2024. 2024 was not the year we had envisioned, with soft trading
and market conditions experienced in the last quarter of 2023 continuing to
create uncertainty in the first half of 2024. Pleasingly, the second half
performance reflected the Group's focus on profitability and stringent cost
controls and this progress is a testament to the talent and dedication of our
people. I am grateful for their hard work during a challenging period.
There is a lot to be excited about for 2025, with four key appointments to our
executive leadership team ready to further drive our strategic initiatives. We
occupy a unique position in the media sector and are perfectly positioned to
partner with brands seeking to navigate the current uncertainty and
disruptions in the macroeconomic environment.
As a major shareholder myself, I am encouraged by the strong future prospects
of the business and determined to realise Ebiquity's full potential. I am
confident that our focus on quality, innovation and effective and responsible
advertising positions us well for success."
Board changes
The Company also announces that on 31 July 2025 Richard Nichols will retire
from the Board and that, with effect from 1 August 2025, Brian Porritt will
join the Board as an independent non-executive director and Chair of the Audit
and Risk Committee.
Brian has extensive CFO board experience obtained while undertaking interim
CFO roles at Impellam Group plc, Huntsworth plc and The Quarto Group Inc as
well as having served as CFO for substantial international divisions within
Warner Music and Yahoo!. Brian also acted as an independent external member of
the Audit and Risk Committee of the Department For Digital, Culture Media and
Sport for six years until 2022.
Pursuant to Rule 17 and Schedule 2 paragraph (g) of the AIM Rules for
Companies. Brian Nigel Porritt, aged 66, currently holds a directorship at
Transformability Ltd. There is no further information to disclose.
Details of presentations
The Executive Directors will host a webcast presentation for analysts at 09:00
BST today. If you would like to register to attend, please contact
alex.campbell@camarco.co.uk.
They will also give a presentation via the Investor Meet Company platform on
Thursday 24 April at 10:00 BST. The presentation is open to all existing and
potential shareholders. Questions can be submitted in advance via the Investor
Meet Company dashboard up until 10:00 BST on the day before the meeting or at
any time during the live presentation. Investors can sign up to Investor Meet
Company for free and add to meet Ebiquity plc via:
https://www.investormeetcompany.com/ebiquity-plc/register-investor
(https://www.investormeetcompany.com/ebiquity-plc/register-investor) .
Investors who already follow Ebiquity plc on the Investor Meet Company
platform will automatically be invited.
Enquiries:
Ebiquity Via Camarco
Ruben Schreurs, CEO
Kayte Herrity, CFO
Camarco
Ben Woodford +44 (0)7990 653 341
Geoffrey Pelham-Lane +44 (0)7733 124 226 (tel:++44%207733%20124%20226)
Phoebe Pugh +44 (0)7586 714 048 (tel:++44%207586%20714%20048)
Cavendish Capital Markets +44 (0)20 7220 0500
Nominated Adviser and Sole Broker
Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance
Julian Morse / Louise Talbot / Sunila de Silva - Sales / ECM
About Ebiquity plc
Ebiquity plc is a world leader in media investment analysis. It harnesses the
power of data to provide independent, fact-based advice, enabling brand owners
to perfect media investment decisions and improve business
outcomes. Ebiquity is able to provide independent, unbiased advice and
solutions to brands because we have no commercial interest in any part of the
media supply chain.
We are a data-driven solutions company helping brand owners drive efficiency
and effectiveness from their media spend, eliminating wastage and creating
value. We provide analysis and solutions through four Service Lines: Media
management, Media performance, Marketing effectiveness and Contract
Compliance.
Ebiquity's clients are served by more than 575 media specialists, covering
80% of the global advertising market.
The Company has the most comprehensive, independent view of today's global
media market, analysing over US$100bn of media spend and contract value from
over 123 countries annually, including trillions of digital media impressions.
As a result, over 75 of the world's top 100 advertisers today
choose Ebiquity as their trusted independent media advisor.
For further information, please visit: www.ebiquity.com
(http://www.ebiquity.com/)
Chair's Statement
"2024 was a testing year for Ebiquity. Although the challenges the Group faced
were considerable, the year finished with a real sense of tangible optimism
for the future prospects of the Company."
2024 proved to be a challenging year for the Company. Although it started
soundly, revenue performance stalled in the first half and, given the
Company's fixed cost base, this led to a decline in profitability. Despite
competitive pressures as some of our peers chose to cut pricing dramatically
to buy in business, market uncertainty affecting client confidence and
operational constraints as the volume of business became concentrated into a
few months, the second half of the year proved stronger than the first.
Following action to realise some tactical cost savings, the Group ended the
year with Adjusted Operating Profit in H2 more than twice that in H1 2024 and
Net Debt reduced by £0.5 million from 30 June 2024.
In recent years the business has been re-focussed to a more globally
distributed model to best meet clients' demands for a seamless service across
geographies. Innovation and the application of technology are integral to
this, as is a clear view of the evolving media landscape and Ebiquity's unique
ability to service its customers' needs. Advertising through digital media,
such as Streaming TV and Retail Media, is increasingly prevalent, now
estimated to make up 75% of global spending on advertising. This introduces
increased complexity for brand owners and enhanced opportunities for Ebiquity
to support them in ensuring their investments in this diverse and fragmented
media landscape are effective and responsible.
The Board was delighted to appoint Ruben Schreurs as Group CEO in November
2024. Ruben joined Ebiquity in 2020 when it acquired the Digital Decisions
business which was founded and led by Ruben. That acquisition was very
successful, both in the revenue and profit growth achieved and also in driving
our Digital Media Solutions business. Ruben's entrepreneurialism and
strategic vision were evident from the success of that enterprise, and he
brings the same determination, laser focus and energy to his commitment to
create long-term sustainable growth for Ebiquity and its stakeholders. As a
circa 7% shareholder in the Company, Ruben is strongly aligned with the
interests of our investor community.
Since Ruben's appointment he has re-shaped the executive leadership team with
three key new appointments from the Company's internal talent pool and
affirmed his commitment to improving the quality of Ebiquity's revenue
streams, focussing on strategic relationships which yield recurring benefits
for the Group and its customers. The deployment of AI is key to this, used
as a tool to amplify the considerable expertise of the Company's specialist
teams, streamlining processes and enabling large-scale implementations. 2025
will see further progress in the use of AI as an integral tool of the
business; in March 2025 we announced the launch of pioneering AI solutions,
the expansion of the Company's AI Centre of Excellence and an enhanced
strategic partnership with Scope3, which together will transform the services
we offer.
Being at the forefront of ground-breaking technologies brings with it
significant responsibility, especially for a company which is the guardian of
vast pools of valuable customer data. The security of that data is essential,
as are the governance structures which sit around it. Ebiquity's leadership
is committed to Effective and Responsible Advertising, in order to support
brand advertisers to maximise the impact of their investments, engender trust
through the maintenance of robust ethical and industry standards and achieve
optimal brand health and incremental business growth.
Ultimately, responsibility for governance sits with the Board and with me as
its Chair. In 2024 the Board agreed to adopt the QCA's new Governance Code
2023. The Code comes into operation for the Company with effect from the
current financial year and we will report against it next year. In 2024 we
continued to apply the 2018 Code and we report on our compliance with it in
our Annual Report and Accounts for the financial year ended 31 December 2024
(Annual Report). We are pleased to be early adopters of some of the 2023
Code's recommendations as we transition to embedding its principles. This
includes putting our Directors' Remuneration Report to an advisory vote of our
shareholders, reporting on specific Board skills to support the Company and
seeking approval of our shareholders to the annual election or re-election of
all members of the Board.
Our Board composition remains under regular review and there have been further
changes to the Board in 2024 and 2025. Sue Farr joined as Non-Executive
director and Chair of the Remuneration Committee in April 2024, taking over
from Julia Baddeley when she retired. Julia Hubbard stepped down in August
2024 and Nick Waters resigned from the board in November 2024 to pursue other
opportunities. We thank them all for their leadership and respective
contributions during their time with the Group.
We announced recently that Kayte Herrity had been appointed Group Chief
Financial Officer, and she joined us in March 2025. She is a seasoned and
accomplished finance professional and brings a wealth of experience of driving
financial and strategic improvements. She is already making a difference,
providing financial, strategic and operational support to Ruben and the
business.
Richard Nichols has been a source of financial expertise and wise counsel to
the Company in his role as independent Non-Executive Director and Chair of the
Audit and Risk Committee for many years. He agreed to stay with us through
2024 while we carried out a search for a permanent CFO and Richard's successor
on the Board. With the appointment of the CFO now made, Richard will step
down from the Board on 31 July 2025 and Brian Porritt will take up position as
an independent Non-Executive Director and Chair of the Audit and Risk
Committee with effect from 1 August 2025. Brian is perfectly suited to this
role, as a qualified chartered accountant who has spent many years as Finance
Director across a range of industry sectors and served in non-executive
positions with public and private organisations. Brian is well known to the
Board and the Company, having provided support as its Interim Head of Finance
from July 2024 to April 2025.
We have made further commitments to our sustainability agenda in 2024.
Sustainability risks are now embedded in our corporate risk register, and I am
pleased to report that they do not present a material issue or barrier to the
Company. In support of the Company's commitment to sustainability, the Board
mandated that the Annual Report be produced in black and white and on lower
weight paper this year to reduce its environmental impact and was proud to
support the Company's participation in the Ad Net Zero Steering Committee in
2024. There are more details on this in our Annual Report.
There is a great deal to be excited about in relation to Ebiquity in 2025.
There are undoubtedly significant challenges in the economic and political
environment and the markets have recently become increasingly uncertain.
However, the opportunities for the Company are considerable and it has a
proven history of supporting clients through turbulent times. We have a new
senior executive team in place, with the drive and commitment to deliver new
technology-based solutions, enhanced service offerings and profitable growth
for the longer term. This would not be possible without the support of
Ebiquity's talented and hard-working employees worldwide who have risen to the
challenges that 2024 presented and embraced the Company's new leadership with
positivity and enthusiasm. On behalf of the Board, I would like to thank
them for their dedication, creativity and resilience, especially during this
period of change.
The Board and I are committed that Ebiquity will move forward with confidence
and determination in 2025 to deliver sustainable growth and value for all our
stakeholders.
Rob Woodward CBE
Chair
Chief Executive Officer's Review
'There has never been a more exciting time to guide Ebiquity toward
sustainable growth and enduring success'
I am deeply honoured to have taken on the role of Chief Executive Officer at
Ebiquity in November 2024. This appointment comes at a pivotal moment for our
organisation, and I want to take this opportunity to reflect on the challenges
we faced in 2024 while also outlining a bold vision for our future. I joined
Ebiquity five years ago when it acquired Digital Decisions, the business I
founded, and I retain profound respect for the Company and its heritage. As
Ebiquity's largest individual shareholder, I am deeply committed to its
future.
A year of challenges
2024 was not the year we had envisioned. The distraction of internal
transformation and some unexpected client losses threw up some significant
hurdles to test our resilience and adaptability. These challenges were
exacerbated by aggressive pricing strategies from competitors, leading some
clients to prioritise short-term procurement gains over the quality of their
media investments. Despite these difficulties, I am thankful that our team
remained steadfast, demonstrating remarkable dedication and commitment to our
clients and our mission. Our focus remains on driving good quality revenues
and enabling our clients to deliver Effective and Responsible Advertising.
Throughout the year, our leadership team worked tirelessly to navigate these
turbulent waters. They showed tremendous resolve, ultimately concluding the
year on a more positive note, with a second half that saw revenues and
adjusted operating profits return to levels comparable to those for the same
period in 2023, due to a focus on profitability and stringent cost controls.
This progress is a testament to the talent and dedication of our people, and I
am grateful for their hard work during a challenging period.
Our commitment to excellence
As I assume this leadership role, I want to emphasise our unwavering
commitment to delivering superior returns on investment for our clients.
Ebiquity is not just a company; it is a trusted advisor committed to helping
brand owners navigate the complexities of the media landscape. In 2024, over
75 of the world's top 100 brands chose to partner with us, reinforcing our
position as a leader in our sector.
Despite the market volatility and pricing pressures we experienced, we were
able to deliver significant results for our clients. On average, our clients
saw a 15% improvement in ROI, amounting to over US$1 billion in annual value
enhancement. This success is a clear indication of our focus on transparency,
ethics and sustainable results, all of which are vital in today's fast-paced
advertising landscape.
Emphasising Effective and Responsible Advertising
In 2024, we made considerable strides in positioning Ebiquity as a leading
exponent of Effective and Responsible Advertising (ERA). ERA is not just a
guiding principle; it is a commitment to aligning our clients' media
investments with best practices, compliance and performance goals.
We understand that, as custodians of our clients' data, we bear a unique
responsibility to maintain the highest standards of integrity and data
security.
The importance of ERA cannot be overstated, especially in a world where the
media landscape is changing rapidly, digital media is growing exponentially
and the need for clarity, confidence and control in advertising investments is
key. In March 2025, we launched the ERA Curriculum, a structured framework
that will empower our clients to make informed and responsible AI-driven
decisions. Agentic AI offers significant opportunities to our clients but
needs clear guardrails and instructions to deliver results and mitigate risks.
We offer our clients a customised and hosted ERA Curriculum so that they can
ensure that their campaigns not only meet industry standards and regulatory
mandates but also align with their brand-specific preferences and
requirements.
The path to secure and compliant AI enhancement
Technology continues to reshape our industry and our unending commitment to
tech-enabled optimisation is stronger than ever, as our platforms constantly
evolve to take advantage of the opportunities presented by the AI
revolution. During the year, we integrated our Solutions and Technology
teams to enable us to provide our clients with newer, better solutions faster
and enable them to keep up to speed with a rapidly evolving media landscape.
We also set out the foundations of our new AI centre of excellence in 2024.
This groundwork enables AI to become a core enabler of our analytics,
measurement and consulting offerings. In March 2025, we were excited to
announce the launch of our proprietary .AIRF protocol which provides
accelerated AI model development via our ERA Curriculum, thus reducing costs
and emissions, and the planned launch in H2 2025 of a pre-flight validation
tool deploying agentic AI to allow our clients to validate their media plans
before committing to a campaign. We recognise the criticality of ensuring
these innovations are underpinned by strict security and compliance standards,
enabling us to safeguard our clients' interests while delivering value.
A unified vision and purpose: "One Ebiquity"
Our vision for the future is encapsulated in our concept of "One Ebiquity", a
more agile and integrated organisation that delivers a consistent and seamless
client experience. The concept Transform, Govern, Grow reflects this holistic
approach, encompassing and uniting our existing service lines. By
prioritising high-quality, recurring revenue streams and developing strategic
partnerships with our clients, we are creating greater cross-selling and
upselling opportunities across our solutions portfolio.
In 2024, while our overall Media Performance revenue declined 5.2% year on
year, our revenues from core Media Performance solutions provided to our
centrally-managed clients rose 9% over the prior year, offset in part by a
decline in the one-off Media Management services provided to this group. Our
client base expanded to include prominent names such as UBS, Airbnb, and
Shiseido. Additionally, we strengthened our relationships with existing
clients, demonstrating our commitment to delivering exceptional results and
longer-term value.
As we continue to focus on this unified approach, we are committed to
optimising our operational efficiency. A data-driven in-house review of our
revenue quality will help us identify and eliminate contractual inefficiencies
and over-servicing, ultimately driving improvements in our operating profit.
Strengthening our leadership team
In early 2025, our Executive Leadership Team (ELT) was refreshed with four key
appointments to further drive our strategic initiatives. This team is composed
of proven internal talent, such as our dedicated Chief Operating Officer, Mark
Gay, and a new external appointment in Kayte Herrity, our new Chief Financial
Officer, who brings fresh perspectives and extensive expertise in strategic
and transformational programmes to the organisation. Together, we will work
collaboratively to ensure we are well-equipped to take the business forward
with energy, dedication and expertise to create sustainable growth. There has
never been a more exciting time to guide the organisation.
Looking ahead
As we move into 2025, my commitment to Ebiquity is unwavering. I understand
the responsibility that comes with this role, and I am fully dedicated to
ensuring that we consistently overdeliver for our clients, our shareholders,
our employees and all our stakeholders.
I believe the future is bright for Ebiquity. We stand on the brink of
transformative growth, driven by opportunities in our core markets, emerging
media channels and the technologies to enable our clients to manage them
successfully and ethically. I am confident that our focus on quality,
innovation and effective and responsible advertising will position us for
success in the years to come.
We will continue to simplify the customer journey and fully implement our "One
Ebiquity" vision. Our core value proposition - Transform, Govern, Grow - will
empower brand owners to achieve measurable, sustainable improvements in their
media investments.
As a major shareholder myself, I am encouraged by the strong future prospects
of the business and determined to realise Ebiquity's full potential.
Economic and geopolitical uncertainties
As we navigate the current economic landscape, it is important to acknowledge
the uncertainties on the horizon. Tariffs and shifting international
sentiments are likely to disrupt global trade, posing significant challenges
for many of our clients. Ebiquity has always been the ideal partner for brands
seeking to navigate crises and disruption, thanks to our unique cyclical and
anti-cyclical model. This was vividly demonstrated during the automotive chip
shortage crisis, where we swiftly assisted clients in reallocating their
investments in a manner that maximised equity and efficiency. Similarly,
during the COVID-19 pandemic, we provided invaluable guidance to brands forced
to make difficult decisions about their advertising spend, ensuring they shape
their budgets to sustain their long-term viability. In these times of
uncertainty, our commitment to delivering strategic insights and data-driven
solutions will empower our clients to make informed decisions, mitigating
risks and seizing opportunities as they arise.
Gratitude and acknowledgment
In closing, I want to express my heartfelt gratitude to our clients, partners,
shareholders, and our dedicated team. Your support is invaluable as we embark
on this transformative journey. The talent, resilience and dedication of our
people are the true drivers of Ebiquity's success, and I am honoured to lead
such an exceptional group.
Thank you for your continued trust in Ebiquity. Together, we will shape the
future of advertising and deliver enduring success.
Ruben Schreurs
Chief Executive Officer
Chief Financial Officer's Review
Since joining Ebiquity in early March 2025, I have been extensively briefed on
the Group's results and the challenges it clearly faced in 2024. I am excited
to have joined the Group at this important time under new and reinvigorated
leadership.
Summary Income Statement
2024 2023 Change b/(w)
£m £m £m %
Revenue 76.8 80.2 (3.4) (4.3%)
Project-related costs (7.3) (7.4) (0.1) 0.6%
Staff costs (49.1) (48.5) (0.6) (1.1%)
Other operating expenses (12.5) (12.3) (0.2) (1.4%)
Adjusted operating profit 7.9 12.0 (4.1) (34.3%)
Adjusted Profit Margin (%) 10.3% 15.0% (4.7%)
Net finance costs (1.4) (2.3) 0.9 40.1%
Adjusted tax charge (2.1) (2.6) 0.5 19.5%
Adjusted profit after tax 4.4 7.1 (2.7) (37.8%)
Highlighted items (8.1) (11.4) 3.3 29.3%
Statutory loss after tax (3.6) (4.3) 0.6 15.1%
Adjusted Diluted Earnings per Share (p) 3.2p 5.3p (2.1p) (40.4%)
Statutory Earnings per Share (p) (2.7p) (3.4p) 0.7p (20.7%)
Full Year 2024 Revenues of £76.8 million were 4.3% lower than for Full Year
2023. This shortfall arose almost equally in Continental Europe, North
America and in Asia Pacific (APAC). UK&I was broadly flat.
The Europe shortfall was due to reduced Agency Selection and Management
business in the region compared with a very strong performance in H1 2023
partly offset by increased Marketing Effectiveness revenue in France. During
the year there were leadership changes in Germany and France.
The North America decline was primarily in the Media Performance and Contract
Compliance service lines. Several clients either did not repeat business in
2024 or reduced scope, particularly in the technology and retail sectors.
The APAC decline reflected a slowing economy in China and client retention
challenges in Australia. There was a leadership change in Australia late in
the year.
The UK&I result was the result of Marketing Effectiveness and Contract
Compliance growth offsetting the decline in Media Management services. The
Marketing Effectiveness growth was due to several new client wins in the
insurance, consumer goods and retail sectors. The Media Management decline was
the result of Agency Selection and Management projects not matching 2023
levels in the automotive, retail and FMCG sectors.
Revenue by region
2024 2023 Change
£m £m £m %
UK & Ireland 32.2 32.3 (0.1) (0.2%)
Continental Europe 21.7 22.7 (1.0) (4.4%)
North America 16.1 17.5 (1.4) (7.8%)
APAC 6.7 7.7 (1.0) (13.2%)
External Revenue 76.8 80.2 (3.4) (4.3%)
Revenue By Service Line
2024 2023 Change
£m £m £m %
Media Performance 50.8 53.6 (2.8) (5.2%)
Media Management 7.9 9.9 (2.0) (20.1%)
Contract Compliance 7.8 7.7 0.1 1.6%
Marketing Effectiveness 10.3 9.0 1.2 13.4%
Revenue by service line 76.8 80.2 (3.4) (4.3%)
Overall Media Performance revenues declined year-on-year by 5.2% due to the
benchmarking service which saw client budget reductions and non-renewals
mainly in APAC and North America. Media Management revenues declined by
20.1% year-on-year and were impacted by the Agency Selection and Management
shortfalls noted above. Marketing Effectiveness, by contrast, had a strong
year, growing by 13.4% over 2023 with major new client wins across a broad
range of sectors and scope increases by existing clients. The French market
won 6 new clients in the period, contributing £0.5m of the revenue growth.
Contract Compliance was also slightly ahead of 2023 with growth in UK&A
and APAC offset by minor reductions in North America and Europe.
2024 was clearly a year of two halves. Some of the challenges of the first
half year have been outlined by Ruben in his CEO Review above. Adjusted
Operating Profit for H1 was £2.3 million, down from £6 million in H1 2023.
This clearly demonstrated the operational leverage of the Group; the impact on
profits when revenues decline even modestly. Putting the operational
distractions of this period behind it, the Group was able to deliver Adjusted
Operating profit of £5.6 million in H2, restoring profitability almost to the
level of H2 2023 on similar revenues.
Adjusted Staff Costs of £49.1 million were only 1.1% higher than 2023 despite
inflationary pressures. As the likelihood of the Full Year Revenue shortfall
became clear, the Group was able to tactically contain this key cost without
jeopardising service continuity or quality.
Highlighted Items
Highlighted Items comprise charges and credits which are highlighted in the
income statement because separate disclosure is considered relevant in
understanding the underlying performance of the business. These are used for
the calculation of certain alternative performance measures.
Highlighted Items after tax in 2024 totalled a charge of £8.1 million
compared with £11.2 million in 2023 and include the following:
2024 2023
£m £m
Amortisation and Impairment 7.2 6.3
Post-acquisition credits and charges (1.3) 2.1
Professional charges relating to acquisitions and aborted acquisitions 1.0 1.8
Restructuring 2.5 1.3
Share option (credit)/charge (0.5) 0.6
Subtotal before tax 8.8 12.1
Tax (credit)/charge on highlighted items (0.7) (0.9)
Total 8.1 11.2
The difference between the two years is that acquisition related costs ran
higher in 2023, and revaluation of contingent consideration was favourable in
2024. 2024 saw some higher severance costs as the restructuring activities
begun in 2023 were completed. 2024 also saw the recognition of £4 million
of Goodwill impairment compared with £2.9 million in 2023. This adjustment
was applied to the carrying value of Goodwill in APAC (£1 million) and Europe
(£3 million).
Net Debt and Cash Management
As Ruben has also mentioned above, the Group's cash management has remained
strong and has resulted in improvements in year-end Net Debt from £15.3
million as at 30 June 2024 to £14.8 million at year end. This has been
supported by strong cash collection activities. Net Debt has increased by
£2.9 million in comparison to the prior year.
The Net Debt numbers previously reported, and noted above, include £0.8
million of restricted cash in Russia. Excluding this, the year-end Net Debt
is £15.6 million. This is the way this metric will be reported in future.
H1 2024 H2 2024 2023
£m £m £m
Loans and borrowings (22.0) (24.0) (22.0)
Prepaid loan fees 0.1 0.1 0.1
Less: Cash and cash equivalents 6.6 9.1 10.0
Net Debt (15.3) (14.8) (11.9)
Restricted cash - Russia 0.9 0.8 0.9
Net debt (excluding restricted cash) (16.1) (15.6) (12.7)
Finance Costs
Net Finance Costs were £1.4 million in 2024 down from £2.3 million in
2023. Interest expense of £2.1 million was 3.8% lower than 2023 due mainly
to a 5.6% reduction in the average level of borrowing partly offset by a 10.6%
increase in average interest rates. Foreign Exchange differences were £0.6
million favourable compared with 2023.
Taxation
The adjusted effective tax rate of 30.7% is 4.1 percentage points higher than
the prior year (2023: 26.6%). This is due to taxable profits in tax
jurisdictions with tax rates ranging from 25% to 33%. The adjusted effective
tax rate is also higher due to higher imputed interest on intra-group
balances, and interest expense deductibility restrictions in certain tax
jurisdictions. Adjustments to the levels of imputed interest on intra-group
balances have favourably impacted the 2023 and 2024 tax provisions.
Profit/loss for the year from Continuing Operations
Despite the lower Adjusted Operating Profits in 2024, the reduced Highlighted
Items mean that the Statutory Loss is reduced from the 2023 level of £(4.3)
million to £(3.6) million.
Earnings per share
Adjusted profit after taxation reduced by £2.7 million (37.8%) resulting in a
decrease in Adjusted diluted earnings per share to 3.2p at 31 December 2024.
The statutory basic loss per share improved from 3.4p in the prior period to
2.7p at 31 December 2024.
Dividend
No dividend has been declared or recommended for the 12 months ended 31
December 2024 (2023: £nil).
Statement of Financial Position and net assets
A non-statutory summary of the Group's balance sheet as at 31 December 2024
and 31 December 2023 is set out below.
2024 2023
£m £m
Goodwill and intangibles assets 41.4 49.2
Right of use assets 2.8 2.8
Other non-current assets 2.9 2.5
Net working capital 10.6 8.4
Lease liabilities (3.5) (4.4)
Contingent consideration (2.7) (4.0)
Other non-current liabilities (0.9) (1.0)
Net bank debt (14.8) (11.9)
Net Assets 35.8 41.7
Net assets at 31 December 2024 were £35.8 million, a decrease of £5.9
million (14.1%) from 31 December 2023. This is largely the result of the £4
million Goodwill impairment and the normal amortisation of intangible
assets. Together these more than offset the increase in working capital.
Working Capital
Working Capital increased to £10.6 million from £8.4 million at 31 December
2023. Debtor days increased slightly from 69 to 73.
Adjusted Cash Conversion
2024 2023
£m £m
Cash generated from operations 5.5 11.5
Add back:
Cash outflow from discontinued operations - 0.6
Highlighted items: Cash items 3.1 2.5
Adjusted cash from operations 8.6 14.7
Adjusted operating profit/(loss) 7.9 12.0
Cash flow conversion ratio (as % of adjusted operating profit) 108% 122%
Adjusted cash from operations represents the cash flows from operations
excluding the impact of Highlighted Items. The adjusted net cash inflow from
operations during 2024 was £8.6 million (2023: £14.7 million) which
represents a cash conversion ratio of 108% of adjusted operating profit.
Equity
During the year, the issued share capital increased by 0.1% to 140,572,122
shares (2023: 140,411,766) due to 160,356 shares issued following the exercise
of share options.
Banking Facilities and Indebtedness
The Group has just completed an amendment to its credit facility with Barclays
and NatWest such that it has an additional £5 million of commitment, now a
total of £35 million with no amortisation, through to maturity in April
2027. Future period covenant tests have also been modified to give greater
headroom. The details are disclosed in note 19 in the notes to the
consolidated financial statements.
The facility bears variable interest at Barclays Bank SONIA rate plus a margin
ranging from 2.75 to 3.35 depending on the Group's net debt to EBITDA ratio.
The Group expects to pay some contingent consideration in H2 2025. The total
amount accrued is based on management's expectations of the performance
criteria. Settlement will be subject to agreement between the parties.
Kayte Herrity
Chief Financial Officer
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Consolidated income statement
for the year ended 31 December 2024
31 December 2024 31 December 2023
Re-presented (1)
Highlighted Highlighted
Adjusted Items Statutory Adjusted Items Statutory
results (note 3) results results (note 3) results
Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue 2 76,764 - 76,764 80,196 - 80,196
Project-related costs (7,312) - (7,312) (7,355) - (7,355)
Net revenue 69,452 - 69,452 72,841 - 72,841
Staff costs (49,080) (2,564) (51,644) (48,526) (1,800) (50,326)
Impairment of goodwill and intangibles (1) 10 - (4,000) (4,000) - (2,863) (2,863)
Other operating expenses (12,476) (2,253) (14,730) (12,300) (7,609) (19,909)
Operating profit/(loss) 4 7,896 (8,817) (921) 12,015 (12,272) (257)
Finance income 6 137 - 137 85 - 85
Finance expenses 6 (2,145) - (2,145) (2,230) - (2,230)
Foreign exchange 625 - 625 (164) - (164)
Net finance costs (1,383) - (1,383) (2,309) - (2,309)
Profit/(loss) before taxation 6,513 (8,817) (2,304) 9,706 (12,272) (2,566)
Taxation (charge)/credit 7 (2,080) 762 (1,317) (2,582) 884 (1,698)
Profit/(loss) for the period - continuing operations 4,433 (8,055) (3,622) 7,124 (11,388) (4,264)
Net (loss)/profit from discontinued operations - - - (28) 189 161
Profit/(loss) for the period 4,433 (8,055) (3,622) 7,096 (11,199) (4,103)
Attributable to:
Equity holders of the parent 4,412 (8,055) (3,643) 7,045 (11,199) (4,154)
Non-controlling interests 21 - 21 51 - 51
4,433 (8,055) (3,622) 7,096 (11,199) (4,103)
Earnings/(loss) per share - continuing operations
Basic 9 3.22p (2.66)p 5.50p (3.36)p
Diluted 9 3.17p (2.66)p 5.34p (3.36)p
(Loss)/earnings per share - discontinued operations
Basic 9 0.00p 0.00p (0.02)p 0.13p
Diluted 9 0.00p 0.00p (0.02)p 0.13p
1. The 2023 comparative results have been re-presented to reflect the
impairment of goodwill and intangibles as a separate line item.
The notes are an integral part of these financial statements.
Consolidated statement of comprehensive income
for the year ended 31 December 2024
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Profit/(Loss) for the year (3,622) (4,103)
Other comprehensive (expense)/income:
Items that will not be reclassified subsequently to profit or loss
Exchange differences on translation of overseas subsidiaries (1,817) (750)
Total other comprehensive (expense)/income for the year (1,817) (750)
Total comprehensive expense for the year (5,438) (4,853)
Attributable to:
Equity holders of the parent (5,459) (4,904)
Non‑controlling interests 21 51
(5,438) (4,853)
The notes are an integral part of these financial statements.
Consolidated statement of financial position
as at 31 December 2024
Note
31 December 31 December
2024 2023
£'000 £'000
Non‑current assets
Goodwill 10 35,301 39,688
Other intangible assets 11 6,119 9,527
Property, plant and equipment 12 1,058 911
Right-of-use assets 13 2,775 2,756
Lease receivables 13 171 269
Deferred tax assets 21 1,656 1,274
Total non-current assets 47,081 54,425
Current assets
Trade and other receivables 15 29,840 29,761
Lease receivables 13 104 205
Corporation tax asset 7 633 723
Cash and cash equivalents 16 9,143 10,016
Total current assets 39,720 40,705
Total assets 86,801 95,130
Current liabilities
Trade and other payables 17 (6,939) (9,247)
Accruals and contract liabilities 18 (11,282) (10,804)
Financial liabilities 19 (2,767) -
Current tax liabilities 7 (1,682) (1,774)
Provisions 20 - (450)
Lease liabilities 13 (1,010) (1,682)
Total current liabilities (23,680) (23,957)
Non-current liabilities
Financial liabilities 19 (23,947) (25,871)
Provisions 20 (244) (80)
Lease liabilities 13 (2,521) (2,678)
Deferred tax liability 21 (616) (882)
Total non-current liabilities (27,327) (29,511)
Total liabilities (51,007) (53,468)
Total net assets 35,794 41,662
Equity
Ordinary shares 22 35,143 35,103
Share premium 23 15,552 15,552
Other reserves 23 2,459 4,074
Accumulated losses 23 (17,734) (13,420)
Equity attributable to the owners of the parent 35,420 41,309
Non-controlling interests 374 353
Total equity 35,794 41,662
The notes are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board
of Directors on 17 April 2025 and were signed on its behalf by:
Ruben Schreurs
Group Chief Executive Officer
Ebiquity plc. Registered No. 03967525
Consolidated statement of changes in equity
for the year ended 31 December 2024
Equity
Attributable Non‑
Ordinary Share Other Retained to owners of controlling
shares premium reserves(1) earnings the parent interests Total equity
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000
31 December 2022 30,060 10,863 4,824 (9,787) 35,960 302 36,262
(Loss)/profit for the year 2023 - - - (4,154) (4,154) 51 (4,103)
Other comprehensive income - - (750) - (750) - (750)
Total comprehensive income/(expense) for the year 2023 - - (750) (4,154) (4,904) 51 (4,853)
Shares issued for cash 22 4,983 4,689 - (47) 9,625 - 9,625
Share options charge 3 60 - - 568 628 - 628
31 December 2023 35,103 15,552 4,074 (13,420) 41,309 353 41,662
(Loss)/profit for the year 2024 - - - (3,643) (3,643) 21 (3,622)
Other comprehensive expense - - (1,817) - (1,817) - (1,817)
Total comprehensive (expense)/income for the year 2024 - - (1,817) (3,643) (5,459) 21 (5,438)
Shares issued for cash 22 40 - - (32) 8 - 8
Share options (credit)/charge 3 - - - (437) (437) - (437)
Share options exercised and issued out of EBT 23 - - 201 (201) - - -
31 December 2024 35,143 15,552 2,459 (17,734) 35,420 374 35,794
1. Includes a credit of £3,667,000 (31 December 2023: £3,667,000) in
the merger reserve, a gain of £68,000 (31 December 2023: £1,885,000)
recognised in the translation reserve, partially offset by a debit balance of
£1,277,000 (31 December 2023: £1,478,000) in the ESOP reserve. Refer to note
23 for further details.
The notes are an integral part of these financial statements.
Consolidated statement of cash flows
for the year ended 31 December 2024
31 December 31 December
2024 2023
Note £'000 £'000
Cash flows from operating activities
Cash generated from operations 27 5,484 11,525
Post date remuneration paid - (6,448)
Finance expenses paid (1,955) (1,765)
Finance income received 104 61
Income taxes paid (1,905) (1,621)
Net cash generated by operating activities 1,728 1,752
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired - 21
Disposal of subsidiaries 28 - 353
Purchase of property, plant and equipment 12 (796) (355)
Purchase of intangible assets 11 (1,201) (1,591)
Net cash used in investing activities (1,997) (1,572)
Cash flows from financing activities
Proceeds from issue of share capital (net of issue costs) 6 13
Proceeds from bank borrowings 19 2,000 5,000
Repayment of bank borrowings 19 - (4,500)
Bank loan fees paid 19 (150) -
Repayment of lease liabilities 13 (1,811) (2,529)
Payment of dilapidations provision 20 (336) -
Net cash flow (used in)/generated by financing activities (291) (2,016)
Net decrease in cash, cash equivalents and bank overdrafts (560) (1,836)
Cash, cash equivalents and bank overdraft at beginning of year 16 10,016 12,360
Effects of exchange rate changes on cash and cash equivalents (313) (508)
Group cash and cash equivalents at the end of the year 16 9,143 10,016
The notes are an integral part of these financial statements.
Notes to the consolidated financial statements
for the year ended 31 December 2024
1. Accounting policies
General information
Ebiquity plc (the 'Company') and its subsidiaries (together, the 'Group')
exists to help brands optimise return on investment from their marketing
spend, working with many of the world's leading advertisers to improve
marketing outcomes and enhance business performance. The Group has 22 offices
located in 18 countries across Europe, Asia Pacific and North America.
The Company is a public limited company, which is listed on the London Stock
Exchange's AIM and is limited by shares. The Company is incorporated and
domiciled in the UK. The address of its registered office is Chapter House,
16 Brunswick Place, London N1 6DZ.
Basis of preparation
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards ('IFRS') in conformity with the
requirements of the Companies Act 2006 and the applicable legal requirements
of the Companies Act 2006.
Alternative Performance Measures ('APMs')
In the reporting of financial information, the Directors have adopted various
alternative performance measures ('APMs'). The Group includes these non-GAAP
measures as they consider them to be useful to the readers of the financial
statements to help understand the performance of the Group. The Group's
measures may not be calculated in the same way as similarly titled measures
reported by other companies and therefore should be considered in addition to
IFRS measures. The APMs are consistent with how business performance is
measured internally by the Group. Details of the APMs and their calculation
are set out below.
Highlighted Items
Highlighted Items comprise charges and credits which are highlighted in the
consolidated income statement as separate disclosure is considered by the
Directors to be relevant in understanding the adjusted performance of the
business. These may be income or cost items. Further details are included in
note 3.
Non‑cash Highlighted Items, which do not represent cash transactions in the
year, include share option charges, amortisation of purchased intangibles,
adjustments to the estimates of contingent consideration on acquired entities,
movements in tax and onerous lease provisions. Other items include the costs
associated with potential acquisitions (where formal discussion is
undertaken), asset impairment charges, restructuring costs and costs
associated with transformation and integration.
Going concern
The financial statements have been prepared on a going concern basis. The
Group meets its day-to-day working capital requirements through its cash
reserves and borrowings, described in note 19 to the financial statements.
As at 31 December 2024, the Group had cash balances of £9,143,000 (including
restricted cash of £816,000) and undrawn bank facilities available of
£6,000,000 and within its banking covenants.
Since the year end, this facility has been extended under an agreement dated
31 March 2025. The facility will provide a total available of £35 million for
a period of two years to 24 April 2027. The quarterly covenants to be
applied from March 2025 onwards will be: interest cover >3; and one net
leverage covenant being the adjusted contingent consideration leverage which
will range from 2.6x to 4.3x for the 2025 and 2026 financial years and be
fixed at 2.5 from 1 January 2027. Details of the facility terms and covenants
applying are set out in note 19.
In assessing the going concern status of the Group and Company, the Directors
have considered the Group's forecasts and projections, taking account of
reasonably possible changes in trading, performance and the Group's cash
flows, liquidity and bank facilities. The Directors have prepared a model to
forecast covenant compliance and liquidity for the next 12 months that
includes a base case and various scenarios that form severe but plausible
downside cases. For the purposes of this model, the terms of the new facility,
including its covenant tests, have been applied with effect from the quarter
ending 31 March 2025.
The base case assumes growth in revenue and EBITDA based on the Group's budget
for the year ended 31 December 2025 and management projections for the year
ended 31 December 2026. The severe downside case assumes a downside
adjustment to revenue of 10% for a period of 6 months with no reduction in
operating costs. In this scenario the projected net leverage covenant is
almost at the level of the covenant test in Q1 of FY2026, however the Group
would have 6-9 months' forewarning of the downside leading to that result and
take tactical mitigations which has not been assumed in this severe downside
case. Under this, management is satisfied of covenant compliance through the
going concern period.
The Directors consider that the Group and Company will have sufficient
liquidity within existing bank facilities, totalling £35 million, to meet
their obligations during the next 12 months and hence consider it appropriate
to prepare the financial statements on a going concern basis.
Russian operation
Following the Russian invasion of Ukraine, the Group has been reviewing the
future of its subsidiary in Russia (Ebiquity Russia OOO) and has been in
negotiations with a view to divesting its 75.01% shareholding in it. The
transaction requires approval from both the Ministry of Digital Development
and the Ministry of Finance in Russia and an exit tax is payable. As at 31
December 2024 there is still no clear indication of the timeline for approval
by both local ministries. The Group is also considering its options and
seeking legal advice. The subsidiary remains part of the Group for these
financial statements and given the uncertainty regarding this operation the
assets were first impaired in FY2022 and then fully impaired in the Group
balance sheet for the year ended 31 December 2023. Its cash balances are also
deemed to be restricted cash. Details are provided in notes 3 and 16.
The financial statements have been prepared under the historical cost
convention, as modified by the revaluation of financial assets and financial
liabilities at fair value through profit or loss.
The consolidated financial statements are presented in pounds sterling and
rounded to the nearest thousand.
The principal accounting policies adopted in these consolidated financial
statements are set out below. These policies have been consistently applied
to all periods presented, unless otherwise stated.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial and
operating policies of an investee entity to obtain benefits from its
activities. The results of each subsidiary are included from the date that
control is transferred to the Group until the date that control ceases.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with those used by
the Group. All intra‑group transactions, balances, income and expenses are
eliminated on consolidation.
Non‑controlling interests represent the portion of the results and net
assets in subsidiaries that is not held by the Group.
Business combinations and goodwill
The Group applies the acquisition method to account for business combinations.
The cost of the acquisition is measured as the aggregate of the fair values,
at the date of exchange, of assets given, liabilities assumed, and equity
instruments issued by the Group in exchange for control of the acquiree. The
acquiree's identifiable assets, liabilities and contingent liabilities are
recognised initially at their fair value at the acquisition date. Goodwill is
initially measured at cost, being the excess of the aggregate of the
consideration transferred over the fair value of net identifiable assets
acquired and liabilities assumed. The determination of the fair values of
acquired assets and liabilities is based on judgement, and the Directors have
12 months from the date of the business combination to finalise the allocation
of the purchase price.
Goodwill is allocated to each of the Group's cash generating units expected to
benefit from the synergies of the combination. Following initial recognition,
goodwill is measured at cost less any accumulated impairment losses. Goodwill
is reviewed for impairment at least annually or whenever there is evidence
that it may be required. Any impairment is recognised immediately in the
income statement and is not subsequently reversed.
Goodwill arising on the acquisition of the Group's interest in an associate,
being the excess of the cost of acquisition over the Group's share of the fair
values of the identifiable net assets of the associate, is included within the
carrying amount of the investment. The non‑controlling shareholders'
interest in the acquiree is initially measured at the non‑controlling
interest's proportion of the net fair value of the assets, liabilities and
contingent liabilities recognised.
Where transactions with non‑controlling parties do not result in a change in
control, the difference between the fair value of the consideration paid or
received and the amount by which the non‑controlling interest is adjusted,
is recognised in equity.
Where the consideration for the acquisition includes a contingent
consideration arrangement, this is measured at fair value at the acquisition
date. Any subsequent changes to the fair value of the contingent consideration
are adjusted against the cost of the acquisition if they occur within the
measurement period and only if the changes relate to conditions existing at
the acquisition date. Any subsequent changes to the fair value of the
contingent consideration after the measurement period are recognised in the
income statement within other operating expenses as a Highlighted Item. The
carrying value of contingent consideration at the statement of financial
position date represents management's best estimate of the future payment at
that date, based on historical results and future forecasts.
All costs directly attributable to the business combination are expensed as
incurred and recorded in the income statement within Highlighted Items.
Revenue recognition
Revenue is recognised in accordance with IFRS 15 'Revenue from Contracts with
Customers'. Net revenue is the revenue after deducting external production
costs as shown in the income statement.
Revenue from providing services is recognised in the accounting period in
which the services are rendered. The revenue and profits recognised in the
period are based on the delivery of performance obligations and an assessment
of when control is transferred to the customer. Revenue is recognised either
when the performance obligation in the contract has been performed (thus a
'point in time' recognition) or over the period during which control of the
performance obligation is transferred to the customer.
For fixed-price contracts, which represent most cases, revenue is recognised
based on the actual service provided during the reporting period, calculated
as an appropriate proportion of the total services to be provided under the
contract. This reflects the fact that the customer receives and uses the
benefits of the service simultaneously. The output method is used to measure
progress of performance obligations depending on the nature of the specific
contract and project arrangements. Where appropriate, revenue may be
recognised evenly in line with the value delivered to the client, based on
assignment of amounts to the project milestones set out in the contract.
Estimates of revenues, costs or extent of progress toward completion are
revised if circumstances change. Any resulting increases or decreases in
estimated revenues or costs are reflected in profit or loss in the period in
which the circumstances that give rise to the revision become known by
management.
In the case of fixed-price contracts, the customer is billed for the fixed
amounts based on a billing schedule agreed as part of the contract.
Deferred and accrued income
The Group's customer contracts include a diverse range of payment schedules
which are often agreed at the inception of the contracts under which it
receives payments throughout the term of the arrangement. Payments for goods
and services transferred at a point in time may be at the delivery date, in
arrears or part payment in advance.
Where payments made to date are greater than the revenue recognised up to the
reporting date, the Group recognises a deferred income 'contract liability'
for this difference. Where payments made are less than the revenue recognised
up to the reporting date, the Group recognises an accrued income 'contract
asset' for this difference.
Project-related costs
Project-related costs comprise fees payable to external sub-contractors
('partners') who may undertake services in markets where the Group does not
have its own operations; costs of third-party data (e.g. audience measurement
data) used in projects; and other out‑of‑pocket expenses (e.g. billable
travel) directly incurred in performance of services.
Staff costs
Staff costs comprise salaries payable to staff, employer social taxes,
healthcare, pension and other benefits, holiday pay, variable bonus expense
and freelancer costs.
Other operating expenses
Other operating expenses comprise all other costs incurred in operating the
business, including sales and marketing, property, IT, non-client travel,
audit, legal and professional, staff recruitment and training, depreciation
and amortisation.
Finance income and expenses
Finance income and expense represents interest receivable and payable. Finance
income and expense is recognised on an accruals basis, based on the interest
rate applicable to each bank or loan account.
Foreign currencies
For the purposes of the consolidated financial statements, the results and
financial position of each Group company are expressed in pounds sterling,
which is the functional currency of the Company, and the presentation currency
for the consolidated financial statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the
dates of transactions. At each year end date, monetary assets and liabilities
that are denominated in foreign currencies are retranslated at the rates
prevailing on the year end date.
When preparing consolidated financial statements, the assets and liabilities
of the Group's foreign operations are translated at exchange rates prevailing
on the year end date. Income and expense items are translated at the average
exchange rate for the period, which approximates to the rate applicable at the
dates of the transactions.
The exchange differences arising from the retranslation of the year end
amounts of foreign subsidiaries and the difference on translation of the
results of those subsidiaries into the presentational currency of the Group
are recognised in the translation reserve. All other exchange differences are
dealt with through the consolidated income statement.
Taxation
The tax expense included in the consolidated income statement comprises
current and deferred tax. Current tax is the expected tax payable on the
taxable income for the year, using tax rates enacted or substantively enacted
by the year end date.
The Group is subject to corporate taxes in several different jurisdictions and
judgement is required in determining the appropriate provision for
transactions where the ultimate tax determination is uncertain. In such
circumstances, the Group recognises liabilities for anticipated taxes based on
the best information available and where the anticipated liability is both
probable and estimable. Where the outcome of such matters differs from the
amount recorded, any differences may impact the income tax and deferred tax
provisions in the year in which the final determination is made.
Tax is recognised in the consolidated income statement except to the extent
that it relates to items recognised directly in equity or other comprehensive
income, in which case it is recognised in equity.
Using the liability method, deferred tax is provided on all temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and their tax bases, except for differences
arising on:
· the initial recognition of goodwill;
· the initial recognition of an asset or liability in a transaction which
is not a business combination and at the time of the transaction affects
neither accounting nor taxable profit; and
· investments in subsidiaries and jointly controlled entities where the
Group can control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised. The recognition of deferred tax assets is reviewed at each
year end date.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the year end date and are expected to
apply when the deferred tax liabilities/assets are settled/recovered.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities, and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
· the same taxable Group company; or
· different Group entities which intend either to settle current tax
assets and liabilities on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts
of deferred tax assets or liabilities are expected to be settled or recovered.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation
and any recognised impairment loss.
Depreciation is charged to write off the cost of assets over their estimated
useful economic lives. The rates applied are as follows:
Motor vehicles Eight years straight line
Fixtures, fittings and equipment Three to nine years straight line
Computer equipment Two to four years straight line
Right-of-use assets - leasehold improvements Period of the lease
Other intangible assets
Internally generated intangible assets - capitalised development costs
Internally generated intangible assets relate to bespoke computer software and
technology developed by the Group's internal software development team.
An internally generated intangible asset arising from the Group's development
expenditure is recognised only if all the following conditions are met:
· it is technically feasible to develop the asset so that it will be
available for use or sale;
· adequate resources are available to complete the development and to use
or sell the asset;
· there is an intention to complete the asset for use or sale;
· the Group is able to use or sell the intangible asset;
· it is probable that the asset created will generate future economic
benefits; and
· the development cost of the asset can be measured reliably.
Internally generated intangible assets are amortised on a straight-line basis
over their useful lives. Amortisation commences when the asset is available
for use and useful lives range from two to five years. The amortisation
expense is included within other operating expenses. Where an internally
generated intangible asset cannot be recognised, development expenditure is
recognised as an expense in the period in which it is incurred.
Purchased intangible assets
Externally acquired intangible assets are initially recognised at cost and
subsequently amortised on a straight-line basis over their useful economic
lives, which vary from three to ten years. The amortisation expense is
included as a Highlighted Item in the income statement.
Intangible assets recognised on business combinations are recorded at fair
value at the acquisition date using appropriate valuation techniques where
they are separable from the acquired entity or give rise to other
contractual/legal rights. The significant intangibles recognised by the Group
include customer relationships, intellectual property, brand names and
software.
Computer software
Purchased computer software intangible assets are amortised on a straight-line
basis over their useful lives, which vary from three to five years.
Impairment
Assets that have an indefinite useful life are not subject to amortisation and
are tested annually for impairment.
For impairment testing, goodwill is grouped at the lowest levels for which
there are separately identifiable cash flows, known as cash generating units.
If the recoverable amount of the cash generating unit is less than the
carrying amount of the unit, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the
other assets of the unit pro‑rata based on the carrying amount of each asset
in the unit.
Assets that are subject to amortisation or depreciation are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If any such condition exists, the
recoverable amount of the asset is estimated to determine the extent, if any,
of the impairment loss. Where the asset does not generate cash flows that are
independent from other assets, estimates are made of the cash flows of the
cash generating unit to which the asset belongs.
Recoverable amount is the higher of fair value, less costs to sell, and value
in use. In assessing value in use, estimated future cash flows are discounted
to their present value using a pre‑tax discount rate appropriate to the
specific asset or cash generating unit.
If the recoverable amount of an asset or cash generating unit is estimated to
be less than its carrying amount, the carrying value of the asset or cash
generating unit is reduced to its recoverable amount. Impairment losses are
recognised in Highlighted Items in the income statement.
In respect of assets other than goodwill, an impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset's
carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had
been recognised.
Leases
The Group has various lease arrangements for buildings, cars and IT equipment
and licences. Lease terms are negotiated on an individual basis locally. This
results in a wide range of different terms and conditions. At the inception of
a lease contract, the Group assesses whether the contract conveys the right to
control the use of an identified asset for a certain period in exchange for a
consideration, in which case it is identified as a lease. The Group then
recognises a right-of-use asset and a corresponding lease liability at the
lease commencement date. Lease related assets and liabilities are measured on
a present value basis. Lease related assets and liabilities are subjected to
remeasurement when either terms are modified, or lease assumptions have
changed. Such an event results in the lease liability being remeasured to
reflect the measurement of the present value of the remaining lease payments,
discounted using the discount rate at the time of the change. The lease assets
are adjusted to reflect the change in the remeasured liabilities.
Right-of-use assets
Right-of-use assets include the net present value of the following components:
· the initial measurement of the lease liability;
· lease payments made before the commencement date of the lease;
· initial direct costs; and
· costs to restore.
The right-of-use assets are reduced for lease incentives relating to the
lease. The right‑of‑use assets are depreciated on a straight-line basis
over the duration of the contract. If the lease contract becomes onerous, the
right-of-use asset is impaired for the part which has become onerous.
Lease liabilities
Lease liabilities include the net present value of the following components:
· fixed payments excluding lease incentive receivables;
· future contractually agreed fixed increases; and
· payments related to renewals or early termination, in case options to
renew or for early termination are reasonably certain to be exercised.
The lease payments are discounted using the interest rate implicit in the
lease. If such rate cannot be determined, the lessee's incremental borrowing
rate is used, being the rate that the lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value, in a similar economic
environment, with similar terms and conditions. The discount rate that is used
to calculate the present value reflects the interest rate applicable to the
lease at inception of the contract. Lease contracts entered into in a currency
different to the local functional currency are subjected to periodic foreign
currency revaluations which are recognised in the income statement in net
finance costs.
The lease liabilities are subsequently increased by the interest costs on the
lease liabilities and decreased by lease payments made.
Where a lease is not captured by IFRS 16 'Leases', the total rentals payable
under the lease are charged to the income statement on a straight-line basis
over the lease term. The aggregate benefit of lease incentives is recognised
as a reduction of the rental expense over the lease term on a straight-line
basis. The land and buildings elements of property leases are considered
separately for the purposes of lease classification.
Subleases
The Group acts as a lessor where premises have been sublet to an external
third party. Accordingly, the right-of-use asset has been derecognised and
instead a lease receivable recognised determined with reference to the net
present value of the future lease payments receivable from the tenant. Finance
income is then recognised over the lease term.
Onerous leases
When an office space is considered surplus to requirements it is vacated and
marketed, an onerous lease provision is recognised to reflect the impairment
of the right-of-use asset for the remaining period of the lease. Charges or
credits relating to the provision are treated as Highlighted Items. Details of
onerous lease provisions established in the year are given in note 3.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and short-term deposits. Cash
and cash equivalents and bank overdrafts are offset when there is a legally
enforceable right to offset. Restricted cash is included in cash and cash
equivalent but identified separately. Where cash balances are not available
for general use by the Group, for example due to legal restrictions, they are
identified and disclosed as restricted cash.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
statement of financial position when the Group becomes a party to the
contractual provisions of the instrument.
For financial instruments measured at amortised cost (that is, financial
instruments classified as amortised cost and debt financial assets classified
as FVOCI), changes to the basis for determining the contractual cash flows
required by interest rate benchmark reform are reflected by adjusting their
effective interest rate. No immediate gain or loss is recognised. A similar
practical expedient exists for lease liabilities.
Financial assets and financial liabilities are initially measured at fair
value, except for trade receivables that do not have a significant financing
component which are measured at transaction price. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities
at fair value through profit or loss) are added to or deducted from the fair
value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable
to the acquisition of financial assets or financial liabilities at fair value
through profit or loss are recognised immediately in profit or loss.
Financial assets
Financial assets arise principally through the provision of goods and services
to customers (trade receivables) but also incorporate other types of
contractual monetary assets. They are initially recognised at fair value plus
transaction costs that are directly attributable to their acquisition or issue
and are subsequently carried at amortised cost using the effective interest
rate method, less provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as
significant financial difficulties on the part of the counterparty or default
or significant delay in payment) that the Group will be unable to collect all
of the amounts due, the amount of such a provision being the difference
between the net carrying amount and the present value of the future expected
cash flows associated with the impaired receivable. For trade receivables,
which are reported net, such provisions are recorded in a separate allowance
account with the loss being recognised within other operating expenses. On
confirmation that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Financial liabilities
Borrowings, consisting of interest‑bearing secured and unsecured loans and
overdrafts, are initially recognised at fair value net of directly
attributable transaction costs incurred and subsequently measured at
amortised cost using the effective interest method. The difference between
the proceeds received net of transaction costs and the redemption amount is
amortised over the period of the borrowings to which they relate. The
revolving credit facility is considered to be a long-term loan.
Trade and other payables are initially recognised at their nominal value,
which is usually the original invoiced amount.
Share capital
Equity instruments issued by the Group are recorded at the amount of the
proceeds received, net of direct issuance costs.
Employee Benefit Trust ('EBT')
As the Company is deemed to have control of its EBT, these are treated as a
subsidiary and consolidated for the purposes of the Group financial
statements. The EBTs' assets (other than investments in the Company's shares),
liabilities, income and expenses are included on a line‑by‑line basis in
the Group financial statements. The EBTs' investment in the Company's shares
is deducted from shareholders' equity in the Group statement of financial
position as if they were treasury shares.
Share‑based payments
Where equity‑settled share options are awarded to employees, the fair value
of the options at the date of grant is charged to the income statement over
the vesting period with a corresponding increase recognised in retained
earnings. Fair value is measured using an appropriate valuation model.
Nonmarket vesting conditions are taken into account by adjusting the number of
equity investments expected to vest at each year end date so that, ultimately,
the cumulative amount recognised over the vesting period is based on the
number of options that eventually vest. The cumulative expense is not adjusted
for failure to achieve a market vesting condition.
Where there are modifications to share‑based payments that are beneficial to
the employee, as well as continuing to recognise the original share‑based
payment charge, the incremental fair value of the modified share options as
identified at the date of the modification is also charged to the income
statement over the remaining vesting period.
The grant by the Company of options over its equity instruments to the
employees of subsidiary undertakings in the Group is treated as a capital
contribution.
The fair value of employee services received, measured by reference to the
grant date fair value, is recognised over the vesting period as an increase to
investment in subsidiary undertakings, with a corresponding credit to equity
in the parent entity financial statements.
Provisions
Provisions, including provisions for onerous lease costs, are recognised when
the Group has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle
that obligation, and the amount can be reliably estimated. Provisions are not
recognised for future operating losses.
Provisions are measured at the Directors' best estimate of the expenditure
required to settle the obligation at the year-end date. If the effect of the
time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre‑tax rate, which reflects current market
assessments of the time value of money and, where appropriate, the risks
specific to the obligations.
Retirement benefits
For defined contribution pension schemes, the Group pays contributions to
privately administered pension plans on a voluntary basis. The Group has no
further payment obligations once the contributions have been paid.
Contributions are charged to the income statement in the year to which they
relate.
Dividend distribution
Dividend distribution to the Company's shareholders is recognised as a
liability in the Group's financial statements in the period in which the
dividends are approved by the Company's shareholders.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with UK
adopted international accounting standards requires the Directors' to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the end of
the reporting period and the reported amount of expenses during the year.
Actual results may vary from the estimates used to produce these consolidated
financial statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and judgements include, but are
not limited to:
Critical accounting judgements
Revenue recognition
Revenue from the provision of contracts is recognised as a performance
obligation satisfied over time. Revenue is recognised based on stage of
completion of the contract. Determination of the stage of completion requires
the use of judgement for the revenue recognised for every open contract
incurred up to the balance sheet date.
Deferred tax assets on losses
The Group is subject to income taxes in numerous jurisdictions. Judgement is
required in determining the worldwide provision for such taxes. The Group
recognises liabilities for anticipated tax issues based on estimates of
whether additional taxes will be due. Where the final outcome of these matters
is different from the amounts that were initially recorded, such differences
will affect the current and deferred tax assets and liabilities in the period
in which such determination is made.
Deferred tax assets are recognised on tax losses carried forward to the extent
that the realisation of the related tax benefit through future taxable profits
is probable. In determining whether a deferred tax asset should be recognised
Directors must make an assessment of the probability that the tax losses will
be utilised and a deferred tax asset is only recognised if it is considered
probable that the tax losses will be utilised, Director's judgement is
required to assess the future performance of the business.
Projections have been prepared for 2025-2027 based upon management's plans and
market expectations to support the deferred tax assets recognised. See note 21
for details.
Key sources of estimation uncertainty
Contingent consideration
Contingent consideration relating to acquisitions has been included based on
management estimates of the most likely outcome. Changes in the estimates of
contingent consideration payable are recognised in the income statement as a
Highlighted Item. These require judgements around revenue and profit forecasts
and discount rates. Estimations are also included for other uncertainties
deriving from the purchase agreements, which are subject to final negotiations
which ultimately determine the future payments. These estimations, if
incorrect, could result in a material adjustment to the value of these
liabilities within the next financial year. At 31 December 2024, the estimate
of the contingent consideration was £2.7million (see note 19 for further
details). Management has determined that a reasonable possible range of
outcomes within the next financial year is £1.2million to £2.7million.
Carrying value of goodwill and other intangible assets
Impairment testing requires management to estimate the value in use of the
cash generating units to which goodwill and other intangible assets have been
allocated. The value in use calculation requires estimation of future cash
flows expected to arise from the cash generating unit and the application of a
suitable discount rate to calculate present value. The sensitivity around the
selection of assumptions, including growth forecasts and the pre‑tax
discount rate used in management's cash flow projections, could significantly
affect the Group's impairment evaluation and therefore the Group's reported
assets and results.
Further details, including a sensitivity analysis, are included in note 10.
Adoption of new standards and interpretations
The Group has applied the following standards and amendments for the first
time for the annual reporting period commencing 1 January 2024:
· Non-current Liabilities with Covenants - Amendments to IAS 1 and
Classification of Liabilities as Current or Non-current - Amendments to IAS 1,
effective on or after 1 January 2024
· Lease Liability in a Sale and Leaseback - Amendments to IFRS 16,
effective on or after 1 January 2024
· Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7,
effective on or after 1 January 2024
· IFRS S1 General Requirements for Disclosure of Sustainability-related
Financial Information, and IFRS S2 Climate-related disclosures, effective on
or after 1 January 2024. The implementation of these standards are subject to
local regulations.
The amendments listed above did not have a material impact on the amounts
recognised in prior periods and are not expected to significantly affect the
current or future periods.
The following new standards and amendments to standards have been published
that are mandatory to the Group's future accounting periods, but have not been
adopted early in these financial statements:
· IFRS18 Presentation and Disclosures in Financial Statements,
effective on or after 1 January 2027
· Lack of Exchangeability - Amendment to IAS 21, effective on or after
1 January 2025
· Amendments IFRS 9 and IFRS 7 regarding the classification and
measurement of financial instruments, effective on or after 1 January 2026
The adoption of the new standards and amendments listed above are not expected
to have a material impact on the financial statements of the group in future
period, except if indicated below.
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1
unchanged and complementing them with new requirements. In addition, some IAS
1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has
made minor amendments to IAS 7 and IAS 33 Earnings per Share.
IFRS 18 introduces new requirements to:
• present specified categories and defined subtotals in the statement of
profit or loss
• provide disclosures on management-defined performance measures (MPMs) in
the notes to the financial statements
• improve aggregation and disaggregation.
An entity is required to apply IFRS 18 for annual reporting periods beginning
on or after 1 January 2027, with earlier application permitted. The amendments
to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective
when an entity applies IFRS 18. IFRS 18 requires retrospective application
with specific transition provisions.
Management anticipates that the application of these amendments may have an
impact on the group's consolidated financial statements in future periods.
2. Segmental reporting
In accordance with IFRS 8, the Executive Directors have identified the
operating segments based on the reports they review as the chief operating
decision maker ('CODM') to make strategic decisions, assess performance and
allocate resources. The operating segments have been aggregated into four
reportable segments as follows:
· UK & Ireland ('UK&I') - consisting of operations in the
United Kingdom and Ireland
· Continental Europe - consisting of operations in France, Iberian
Peninsula, Germany, Italy and Nordic regions
· North America - consisting of operations in the United States of
America and Canada
· Asia Pacific ('APAC') - consisting of operations in Australia, China,
India, Singapore and United Arab Emirates.
The Group reviews its global operations on a regional basis as it allows
management to tailor strategies to the unique economic, political, cultural
and market dynamics of each region.
The Group's chief operating decision maker assess the performance of the
reportable segments based on revenue and adjusted operating profit. 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 recurring expenditure
recorded to Highlighted Items such as equity-settled share‑based payments,
purchased intangible amortisation and transformation related costs. 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 years ended 31 December 2024 and 31 December 2023 are as
follows:
Note that the below table shows served revenue for both years. Served revenue
comprises external revenue of each segment plus intercompany revenue less
intercompany partner costs.
Served revenue Change
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000 £'000 %
UK & Ireland 31,465 31,179 361 1%
Continental Europe 20,976 23,551 (2,575) (11%)
North America 16,606 16,793 (186) (1%)
APAC 7,716 8,673 (957) (11%)
Served revenue from continuing operations 76,764 80,196 (3,432) (4%)
Served revenue from discontinued operations - 111 (111) (100%)
Served revenue - Total 76,764 80,307 (3,543) (4%)
The revenue segmentation in 2024 captures the region in which the service
was sold. The 2023 segmentation is not directly comparable with this 2024
presentation as 2023 revenue recognition was based on where the service was
performed. When the Group implemented the transformation project in 2024 which
resulted in revenue being attributed to the region that sold the service,
staff costs for delivery of services by teams in other regions (i.e.,: outside
the region that sold the service) were accounted for as intercompany
recharges. Due to the complexity of the changes, it is not possible to
normalise the 2023 comparatives onto the new basis. During this transition,
a like-for-like comparison based on external revenue (revenue segmentation
recognition based on where the service was performed) is shown in the table
below. The new basis of segmentation was implemented for the first time in
2024 financial year and will be consistently reported in future years.
External revenue Change
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000 £'000 %
UK & Ireland 32,216 32,271 (56) 0%
Continental Europe 21,737 22,744 (1,007) (4%)
North America 16,144 17,502 (1,357) (8%)
APAC 6,667 7,679 (1,012) (13%)
External revenue from continuing operations 76,764 80,196 (3,432) (4%)
External revenue from discontinued operations - 111 (111) (100%)
External revenue - Total 76,764 80,307 (3,543) (4%)
The table below represents external revenue by Service Line:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Media Performance 50,846 53,635
Media Management 7,869 9,846
Contract Compliance 7,793 7,668
Marketing Effectiveness 10,257 9,047
Total revenue from continuing operations 76,764 80,196
Total revenue from discontinuing operations - 111
Total revenue 76,764 80,307
No single customer (or group of related customers) contributes 10% or more of
revenue.
The table below represents adjusted operating profit by geographical segment:
Adjusted operating profit Adjusted operating profit margin
Year ended Year ended
31 December 31 December
2024 2023 2024 2023
£'000 £'000 % %
UK & Ireland 7,155 7,679 23% 25%
Continental Europe 3,359 7,527 16% 32%
North America 3,261 2,288 20% 14%
APAC 669 1,583 9% 18%
Unallocated (6,548) (7,062) NA NA
Adjusted profit - continuing operations 7,896 12,015 10% 15%
Adjusted profit - discontinued operations - (24) 0% (22)%
Adjusted Profit - Total 7,896 11,991 10% 15%
The Group implemented a transformation program in UK&I and Continental
Europe in May 2023 and rolled this out to the whole Group in July 2023. The
transformation impacted the internal recharging within the group - the result
being we do not have like-for-like reporting by region, only at Group level.
Pre-transformation, staff costs for delivery on projects by teams in other
markets were booked as intercompany partner costs at an agreed fee between the
markets. Post-transformation, staff costs for delivery teams are all
transferred to the centre then invoiced out of the centre at a mark-up to
markets based on time sheet recording and they are classified within staff
costs.
The table below reconciles revenue per geographical segment to adjusted
operating profit/(loss):
31 December 2024 UK & Ireland Continental Europe North America APAC Total Segments Unallocated Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 32,216 21,737 16,144 6,667 76,764 - 76,764
Project-related costs (2,659) (2,320) (1,849) (522) (7,350) 39 (7,312)
Net Revenue 29,557 19,416 14,295 6,145 69,413 39 69,452
Staff costs (18,857) (12,333) (9,757) (4,941) (45,888) (3,192) (49,080)
Other operating expenses (3,545) (3,724) (1,277) (535) (9,082) (3,395) (12,476)
Adjusted operating profit/(loss) 7,155 3,359 3,261 669 14,444 (6,548) 7,896
31 December 2023 UK & Ireland Continental Europe North America APAC Total Segments Unallocated Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 32,271 22,744 17,502 7,679 80,196 0 80,196
Project-related costs (2,407) (2,227) (2,007) (607) (7,249) (106) (7,355)
Net Revenue 29,864 20,517 15,494 7,072 72,947 (106) 72,841
Staff costs (16,935) (12,887) (9,880) (5,217) (44,918) (3,607) (48,525)
Other operating expenses (5,362) (259) (3,380) (336) (9,337) (2,963) (12,300)
Adjusted operating profit/(loss) 7,567 7,371 2,234 1,519 18,691 (6,676) 12,015
The table below represents the total assets by geographical segment:
Total assets Change
31 December 31 December
2024 2023
£'000 £'000 £'000 %
UK & Ireland 27,606 27,096 510 2%
Continental Europe 33,028 38,377 (4,349) (11%)
North America 17,710 20,532 (2,822) (14%)
APAC 6,527 7,890 (1,363) (17%)
Unallocated 1,717 1,235 482 39%
Total assets from continuing operations 86,588 95,130 (7,542) (8%)
Total assets from discontinued operations - - 0% 0%
Total assets 86,588 95,130 (7,542) (8%)
A reconciliation of segment adjusted operating profit to total profit before
tax is provided below:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Reportable segment adjusted operating profit 14,444 19,076
Unallocated (costs)/income(1):
Staff costs(2) (3,405) (3,742)
Property costs (994) (1,102)
Exchange rate movements (65) (233)
Other operating expenses (2,084) (1,984)
Adjusted operating profit 7,896 12,015
Highlighted Items (note 3) (8,817) (12,272)
Operating profit/(loss) (921) (257)
Net finance costs (1,383) (2,309)
Loss before tax - continuing operations (2,304) (2,566)
Profit before tax - discontinued operations - 230
Loss before tax (2,304) (2,336)
1. Unallocated (costs)/income comprise central costs that are not
considered attributable to the segments.
2. These are head office staff costs.
Unsatisfied long-term contracts
The following table shows unsatisfied performance obligations results from
long term contracts:
31 December 31 December
2024 2023
£'000 £'000
Aggregate amount of the transaction price allocated to long term contracts
that are partially or fully unsatisfied as at 31 December 2024:
Within one year 18,776 19,222
Within more than one year 1,890 1,104
Significant changes in contract assets and liabilities
Contract assets have decreased from £7,384,000 to £6,707,000 and contract
liabilities have increased from £6,535,000 to £7,255,000 from 31 December
2023 to 31 December 2024. This movement reflects the timing of open projects
at the year-end which vary year on year.
A reconciliation of segment total assets to total consolidated assets is
provided below:
31 December 31 December
2024 2023
£'000 £'000
Total assets for reportable segments 84,871 93,895
Unallocated amounts:
Property, plant and equipment (1) (2)
Other intangible assets 349 21
Other receivables 1,019 902
Cash and cash equivalents 350 314
Deferred tax asset - -
Total assets from continuing operations 86,588 95,130
Total assets from discontinuing operations - -
Total assets 86,588 95,130
The table below presents non‑current assets by geographical location:
31 December 31 December
2024 2023
Non-current Non-current
assets assets
£'000 £'000
UK & Ireland 16,766 15,526
Continental Europe 17,197 23,797
North America 9,853 11,039
Asia Pacific 1,609 2,799
46,425 53,151
Deferred tax assets 1,656 1,274
Total non-current assets from continuing operations 47,081 54,425
Total non-current assets from discontinued operations - -
Total non-current assets 47,081 54,425
3. Highlighted Items
Highlighted Items comprise charges and credits which are highlighted in the
income statement because separate disclosure is considered relevant in
understanding the underlying performance of the business. These are used for
the calculation of certain Alternative Performance Measures. For further
information and reconciliations please refer below. Cash items are defined as
items for which a cash transaction has occurred in the year. All other items
are defined as non-cash.
Year ended Year ended
31 December 31 December
2024 2023
Total Total
£'000 £'000
Other operating expenses
Share option (credit)/charge (455) 579
Amortisation of purchased intangibles 3,195 3,394
Post date remuneration for Digital Decisions - 333
Impairment of goodwill and current assets 4,000 2,863
Severance and reorganisation costs 1,736 599
Dilapidations provision / Onerous lease provision movement (114) (407)
Revaluation of contingent consideration (1,342) 1,813
Acquisition related costs 968 1,754
Transformation costs 829 1,344
Total highlighted Items before tax 8,817 12,272
Taxation (credit) (762) (884)
Total highlighted Items - continuing operations 8,055 11,388
Highlighted Items - discontinued operations - (189)
Total highlighted Items 8,055 11,199
The share option charge reflects the expense for the period arising from the
cost of share options granted at fair value, recognised over the vesting
period. For the period ended 31 December 2024, a credit of £455,000 (2023:
debit £579,000) was recorded. This comprised a non-cash credit of £437,000
(31 December 2023: charge of £568,000). The 2024 credit is a consequence of
an assessment of the performance conditions associated with the share options
currently vesting and forfeited share options of former employees.
The amortisation charge for purchased intangible assets decreased in the year
to £3,195,000 (2023: £3,394,000) due to the China customer relationships
being fully amortised during the year. These assets include customer
relationships of acquired entities, owned software (MMi's Circle Audit system)
and MediaPath's GMP licence asset.
An impairment charge of £4,000,000 (2023: £2,863,000) has been recognised
for the Europe and APAC regional CGUs, with £3,000,000 recognised for Europe,
and £1,000,000 for APAC. Please refer to note 10 for further details.
Total severance and reorganisation costs of £1,736,000 (31 December 2023:
£599,000) were recognised during the year, due to the departure of some
members of the senior leadership team and the reorganisation of the Client
Success team.
Dilapidations provision costs in the year totalled £114,000. During the year
the London office lease was up for renewal, and it was decided to reduce the
office space. Due to the reduction in office space leased, the dilapidations
costs were negotiated with the landlord, with the agreed settlement amount
(£336,000) being less than the initial provision (£450,000). A credit was
therefore recognised for the excess.
Contingent consideration revaluation credit of £1,342,000 (2023: charge
£1,813,000) represent the adjustments to calculated contingent consideration
payable in respect of historic acquisitions. These amounts are subject to
agreement between the respective parties and are based on management's
expectations of the performance criteria.
Acquisition related costs of £968,000 (2023: £1,754,000) relate to the legal
and professional fees associated with corporate transactions, which include
the refinancing of the loan facility.
The remaining costs of £829,000 (2023: £1,344,000) within the continuing
business are transformation costs. As communicated in 2023, the Group
undertook a transformation and integration programme to firstly, rationalise
its product portfolio and optimise the use of newly acquired technologies and
secondly, move from a regional to a global delivery model. The transformation
programme commenced following the acquisitions of MMi and Media Path in 2022.
The costs associated with integrating acquisitions and rationalising the
product portfolio were concluded in the financial period.
The total tax credit of £762,000 (2023: credit of £884,000) comprises a
current tax credit of £266,000 (2023: a credit of £307,000) and a deferred
tax credit of £496,000 (2023: a credit of £577,000). Refer to note 7 for
more detail.
4. Operating profit
Operating loss is stated after charging/(crediting):
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Operating lease rentals 282 264
Depreciation and amortisation (notes 11, 12 and 13) 6,807 7,028
Impairment of goodwill (note 10) 4,000 2,884
Impairment of current assets - (22)
Impairment of right-of-use assets (note 13) (42) (101)
Contingent consideration revaluations (note 3) (1,342) 1,813
Loss on disposal of fixed assets 3 -
Research costs - expensed 779 1,091
Foreign exchange loss/(gain) (521) 689
Auditors' remuneration
During the year, the Group (including its overseas subsidiaries) obtained the
following services from the Group's auditors at costs as detailed below:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Fees payable to the Company's auditors for the audit of the parent company and 515 490
consolidated financial statements
Fees payable to the Company's auditors and its associates for other services:
- other audit related assurance services 25 19
- other assurance services 114 80
- tax compliance services 10 10
664 599
5. Employee information
The monthly average number of employees employed by the Group during the year,
including Executive Directors, was as follows:
Year ended Year ended
31 December 31 December
2024 2023
Number Number
UK & Ireland 232 215
Continental Europe 259 259
North America 82 71
Asia Pacific 94 84
Number of employees - continuing operations 667 629
Number of employees - discontinued operations - 2
Number of employees 667 631
At 31 December 2024, the total number of employees of the Group was 665
(31 December 2023: 612).
Staff costs for all employees, including Executive Directors, consist of:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Wages and salaries(1) 40,676 38,382
Social security costs 5,599 5,284
Other pension costs 1,169 1,139
Share options charge/(credit) (note 24) (455) 579
Total staff costs - continuing operations 46,989 45,384
Total staff costs - discontinued operations - 96
Total staff costs 46,989 45,480
1. Excludes payments to freelancers.
Directors' remuneration
Total Directors' remuneration was £763,000, including £350,000 to the
highest paid Director (31 December 2023: £932,000, including £398,000 to the
highest paid Director). Executive directors are eligible for cash bonuses as a
percentage of base salary, dependent on individual and Company performance
against established financial targets. No performance bonuses were payable
during the year (31 December 2023: nil) to the Executive Directors. No
retention bonuses were payable to any Directors in 2024 or 2023.
One Director was a member of a Company pension scheme as at 31 December 2024
(31 December 2023: one), contributions totalling £1,000 (31 December 2023:
£1,000) were made in the year. Contributions totalling £3,000 (31 December
2023: £4,000) were made to Directors' private pension schemes during the
year, including £3,000 to the highest paid Director (31 December 2023:
£4,000).
No Directors exercised share options during the year or the prior year.
During the year, 1,094,288 (31 December 2023: nil) share options were granted
to Directors under the Group's Executive Incentive Plan scheme. Vesting is
subject to the satisfaction of certain performance criteria. See note 24 for
further details.
6. Finance income and expenses
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Finance income
Bank interest 103 66
Lease receivables interest 34 19
Finance income - continuing operations 137 85
Finance income - discontinued operations - -
Total finance income 137 85
Finance expenses
Bank loans and overdraft interest (1,904) (1,906)
Loan fee amortisation (62) (140)
Lease liabilities' interest (179) (184)
Finance expenses - continuing operations (2,145) (2,230)
Finance expenses - discontinued operations - (4)
Total finance expenses (2,145) (2,234)
7. Taxation charge/(credit)
Year ended Year ended
31 December 2024 31 December 2023
Adjusted Highlighted Adjusted Highlighted
items Total items Total
£'000 £'000 £'000 £'000 £'000 £'000
UK tax
Current year 818 429 1,247 178 1,015 1,193
Adjustment in respect of prior years 270 - 270 (92) - (92)
1,088 429 1,517 86 1,015 1,101
Foreign tax
Current year 1,486 (696) 790 2,735 (1,322) 1,413
Adjustment in respect of prior years (199) - (199) (17) - (17)
1,287 (696) 591 2,718 (1,322) 1,396
Total current tax 2,375 (267) 2,108 2,804 (307) 2,497
Deferred tax
Origination and reversal of temporary differences (note 21 ) (239) (180) (419) (459) (77) (536)
Adjustment in respect of prior years (note 21 ) (56) (316) (372) 237 (500) (263)
Total deferred tax (295) (496) (791) (222) (577) (799)
Total tax charge - continuing operations 2,080 (763) 1,317 2,582 (884) 1,698
Total tax charge - discontinued operations - - - - 69 69
Total tax charge/(credit) 2,080 (763) 1,317 2,582 (815) 1,767
The difference between tax as charged/(credited) in the financial statements
and tax at the nominal rate is explained below:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Loss before tax (2,304) (2,566)
Corporation tax at 25 % (31 December 2023: 23.5%) (576) (603)
Non-deductible taxable expenses 2,235 2,968
Overseas tax rate differential 55 73
Deferred tax not previously recognised (273) (411)
Tax losses not recognised 224 44
Losses utilised not previously recognised (48) -
Adjustment in respect of prior years (300) (373)
Total tax charge - continuing operations 1,317 1,698
Total tax charge - discontinued operations - 69
Total tax charge 1,317 1,767
The table below shows a reconciliation of the current tax liability for each
year end:
£'000
At 31 December 2022 290
Corporation tax payments (2,198)
Corporation tax refunds 577
Withholding tax -
Under‑provision in relation to prior years (110)
Provision for the year ended 31 December 2023 2,526
Foreign exchange and other -
At 31 December 2023 1,085
Corporation tax payments (2,279)
Corporation tax refunds 298
Withholding tax (76)
Under‑provision in relation to prior years 60
Provision for the year ended 31 December 2024 2,037
Foreign exchange and other -
At 31 December 2024 1,125
8. Discontinued operations
In the comparative 31 December 2023 period, the Group agreed to dispose of its
marketing analytics subsidiary Digital Balance Australia Pty Limited to
Spinach Advertising Pty Limited. The disposal completed on 6 April 2023 for
gross consideration of A$850,000 (£454,000). A$750,000 (£401,000) of the
consideration was payable upfront with the residual A$100,000 (£53,000)
payable in February 2024. There was no such profit or loss on disposal to
recognise in 31 December 2024 (31 December 2023: Profit £268,000). The
comparative 31 December 2023 results for this division have been presented
within discontinued operations.
The table below summarises the income statement for the discontinued business
for both the current and the prior year:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Revenue - 111
Project-related costs - -
Net revenue - 111
Staff costs - (97)
Other operating expenses - (38)
Operating (loss)/profit - (24)
Finance income - -
Finance expenses - (4)
Net finance costs - (4)
(Loss)/profit before highlighted Items - (28)
Highlighted Items - 258
Profit before tax - 230
Tax - (69)
Net profit from discontinued operations - 161
Below is a table summarising the cash flows from continuing and discontinued
operations:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Cash generated from operations - continuing operations - 2,390
Cash used in operations - discontinued operations - (638)
Total cash generated from operations - 1,752
Cash used in investment activities - continuing operations - (1,925)
Cash generated by investment activities - discontinued operations - 353
Total cash used in investment activities - (1,572)
Cash (used in)/generated by financing activities - continuing operations - (2,016)
Cash generated by financing activities - discontinued operations - -
Total cash (used in)/generated by financing activities - (2,016)
Net decrease in cash and cash equivalents - continuing operations - (1,551)
Net decrease in cash and cash equivalents - discontinued operations - (285)
Net decrease in cash and cash equivalents - (1,836)
Below is a table summarising the details of the sale of the discontinued
operation:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Cash received or receivable:
Cash - 454
Decrease of consideration - -
Total disposal consideration - 454
Carrying amount of net assets sold - (85)
Costs to sell - current year - (101)
Total - (186)
Gain on sale before income tax - 268
Income tax charge on gain - (69)
Gain on sale after income tax - 199
9. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
Year ended 31 December 2024 Year ended 31 December 2023
Continuing Discontinued Total Continuing Discontinued Total
£'000 £'000 £'000 £'000 £'000 £'000
Earnings for the purpose of basic earnings per share, being net (loss)/profit (3,643) - (3,643) (4,315) 161 (4,154)
attributable to equity holders of the parent
Adjustments:
Impact of Highlighted Items (net of tax)(1) 8,055 - 8,055 11,388 (189) (11,199)
Earnings for the purpose of adjusted earnings per share 4,412 - 4,412 7,073 (28) 7,045
Number of shares:
Weighted average number of shares during the year
- basic 136,866,420 - 136,866,420 128,569,723 128,569,723 128,569,723
- dilutive effect of share options 2,386,309 - 2,386,309 4,182,333 4,182,333 4,182,333
- diluted 139,252,729 - 139,252,729 132,752,056 132,752,056 132,752,056
Basic (loss)/earnings per share (2.66) - (2.66) (3.36) 0.13 (3.23)
Diluted (loss)/earnings per share (2.66) - (2.66) (3.36) 0.13 (3.23)
Adjusted basic earnings per share 3.22 - 3.22 5.50 (0.02) 5.48
Adjusted diluted earnings per share 3.17 - 3.17 5.34 (0.02) 5.32
1. Highlighted Items attributable to equity holders of the parent (see
note 3), stated net of their total tax impact.
10. Goodwill
£'000
At 1 January 2023 52,965
Acquisitions (143)
Disposals (1,752)
Foreign exchange differences (873)
At 31 December 2023 50,197
Acquisitions -
Disposals -
Foreign exchange differences (380)
At 31 December 2024 49,817
Accumulated impairment
At 1 January 2023 (9,874)
Impairment (2,884)
Disposals 1,722
Foreign exchange differences 527
At 31 December 2023 (10,509)
Impairment (4,000)
Disposals -
Foreign exchange differences (8)
At 31 December 2024 (14,517)
Net book value
At 31 December 2024 35,301
At 31 December 2023 39,688
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') to carry out
impairment tests. In the 31 December 2024 period the Group altered its
approach of monitoring goodwill to align with the way in which the business is
managed. The Group is managed on a regional basis, and as such, the 13
underlying CGUs have been aggregated into 4 regional CGUs: North America,
United Kingdom, Europe, and APAC. The Group's remaining carrying value of
goodwill by regional CGU at 31 December was as follows:
Year ended Year ended
31 December 31 December
2024 2023
Regional CGU £'000 £'000
North America 8,349 8,349
United Kingdom 11,500 11,522
Europe 13,801 16,990
APAC 1,652 2,827
Total 35,301 39,688
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.
A goodwill impairment charge of £4,000,000 was recorded in the year ended 31
December 2024 in relation to the Europe and APAC regional CGUs. This was
determined on reviewing the value in use for each of these CGUs and comparing
it to the calculated carrying values. Impairment charges of £3,000,000 and
£1,000,000 have been recorded for the Europe and APAC CGUs respectively.
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.
Budgeted operating profit assumptions
To calculate future expected cash flows, management has taken the Board
approved budgeted earnings before interest, tax, depreciation and amortisation
('EBITDA') for each of the CGUs for the 2025 financial year. For the 2026
and 2027 financial years, the forecast EBITDA is based on management's plans
and market expectations. The forecast 2027 balances are taken to perpetuity in
the model. The forecasts for 2026 and 2027 use certain assumptions to forecast
revenue and operating costs within the Group's operating segments.
Discount rate assumptions
The Directors estimate discount rates using rates that reflect current market
assessments of the time value of money and risk specific to the CGUs. The
factors considered in calculating the discount rate include the risk-free rate
(based on government bond yields), the equity risk premium, the Beta and a
smaller quoted company premium. The cash flow forecasts have been discounted
at the following rates:
Country Adjusted pre-tax WACC
US 13.88%
UK 15.47%
France 14.62%
Spain 16.45%
Portugal 13.46%
Germany 14.87%
Italy 16.02%
Australia 14.21%
Sweden 13.48%
China 18.33%
UAE 16.01%
India 15.94%
Netherlands 17.69%
Growth rate assumptions
For cash flows beyond the three-year period, a growth rate of 2% (2023: 2.0%)
has been assumed for all CGUs. This rate is based on factors such as
economists' estimates of long-term economic growth in the markets in which the
Group operates.
Sensitivity analysis
The Group's calculations of value in use for the regional CGUs are sensitive
to several key assumptions. The North America and UK CGUs continued to
demonstrate substantial headroom in the stress-testing scenarios, supporting
the conclusion of nil impairment being recognised for these regions. Below for
Europe and APAC we have disclosed the indicative impairment charge from
reasonably possible sensitivity scenarios:
Sensitivity scenario 1: 10% reduction in Q2-Q3 2025 revenue with 2.5% cost
savings achieved
Sensitivity scenario 2: 5% increase to adjusted pre-tax discount rate
Indicative impairment charge
Scenario 1 Scenario 2
Regional CGU £'000 £'000
Europe 4,140 3,755
APAC 1,157 1,090
11. Other intangible assets
Capitalised Purchased Total
development Computer intangible intangible
costs software assets(1) assets
£'000 £'000 £'000 £'000
Cost
At 1 January 2023 9,489 2,531 27,397 39,417
Additions 1,685 45 - 1,730
Acquisitions - 3 - 3
Disposals - - (420) (420)
Foreign exchange differences (74) (16) (352) (442)
At 31 December 2023 11,100 2,563 26,625 40,288
Additions 1,590 11 - 1,601
Disposals - (16) - (16)
Foreign exchange differences - (20) (223) (244)
At 31 December 2024 12,690 2,537 26,403 41,630
Amortisation and impairment(2)
At 1 January 2023 (6,187) (2,502) (17,952) (26,641)
Charge for the year - continuing operations(2) (1,344) (25) (3,394) (4,763)
Charge for the year - discontinued operations(3) - - (10) (10)
Impairment - (1) - (1)
Disposals - - 248 248
Foreign exchange differences 60 15 331 406
At 31 December 2023 (7,471) (2,513) (20,777) (30,761)
Charge for the year - continuing operations(2) (1,783) (23) (3,195) (5,001)
Disposals - 16 - 16
Foreign exchange differences 1 19 215 235
At 31 December 2024 (9,253) (2,501) (23,757) (35,510)
Net book value
At 31 December 2024 3,437 36 2,646 6,119
At 31 December 2023 3,629 50 5,848 9,527
1. Purchased intangible assets consist principally of customer relationships
with a typical useful life of three to 10 years, acquired software and the GMP
licence asset.
2. Amortisation is charged within other operating expenses 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
expense.
3. The charge for the prior year relating to Digital Balance Australia Pty
Limited has been split out to discontinued operations.
12. Property, plant and equipment
Leasehold
Fixtures, land
Motor fittings and Computer and buildings
vehicles equipment equipment improvement Total
£'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2023 22 1,051 2,322 2,097 5,492
Additions - 10 331 - 341
Transfers - 53 - (53) -
Disposals (22) (4) (102) - (128)
Foreign exchange differences - (27) (69) (1) (97)
At 31 December 2023 - 1,083 2,482 2,043 5,608
Additions - 19 318 477 814
Disposals - - (19) - (19)
Foreign exchange differences - (21) (79) (41) (141)
At 31 December 2024 - 1,080 2,703 2,480 6,263
Accumulated depreciation
At 1 January 2023 (8) (822) (1,859) (1,514) (4,203)
Charge for the year - continuing operations(1) (4) (87) (300) (330) (721)
Charge for the year - discontinued operations(1) - - (1) - (1)
Impairment - - 1 - 1
Disposals 12 2 122 - 136
Foreign exchange differences - 23 33 35 91
At 31 December 2023 - (884) (2,004) (1,809) (4,697)
Charge for the year - continuing operations(1) - (65) (288) (282) (635)
Disposals - (2) 9 - 7
Foreign exchange differences - 18 71 32 120
At 31 December 2024 - (933) (2,212) (2,060) (5,205)
Net book value
At 31 December 2024 - 148 492 419 1,058
At 31 December 2023 - 199 479 233 911
1. The charge for the prior year relating to Digital Balance
Australia Pty Limited has been split out to discontinued operations.
13. Right-of-use assets and lease liabilities
Right-of-use assets
Buildings Equipment Vehicles Total
£'000 £'000 £'000 £'000
Cost
At 1 January 2023 8,672 205 174 9,051
Additions 921 58 96 1,075
Reallocation (11) 10 1 -
Disposals (1,352) (156) (62) (1,570)
Foreign exchange (157) (4) (3) (164)
At 31 December 2023 8,073 113 206 8,392
Additions 1,911 - 44 1,955
Amendment to lease term (682) (682)
Disposals (375) - (18) (393)
Foreign exchange (124) (2) (3) (129)
At 31 December 2024 8,803 112 229 9,143
Accumulated depreciation
At 1 January 2023 (5,456) (164) (123) (5,743)
Charge for the year (1,438) (52) (54) (1,544)
Reallocation 10 (9) (1) -
Disposals 1,257 156 62 1,475
Impairment for the year 101 - - 101
Foreign exchange 71 2 2 75
At 31 December 2023 (5,455) (67) (114) (5,636)
Charge for the year (1,095) (20) (56) (1,171)
Disposals 317 - 18 335
Impairment for the year 42 - - 42
Foreign exchange 59 1 1 61
At 31 December 2024 (6,131) (87) (150) (6,368)
Net book value
At 31 December 2024 2,671 25 79 2,775
At 31 December 2023 2,618 46 92 2,756
Lease liabilities
Buildings Equipment Vehicles Total
£'000 £'000 £'000 £'000
Cost
At 1 January 2023 5,877 46 60 5,983
Additions 921 58 96 1,075
Reallocations 6 - (6) -
Cash payments in the year (2,582) (60) (61) (2,703)
Interest charge in the year 173 3 5 181
Foreign exchange (171) (2) (3) (176)
At 31 December 2023 4,224 45 91 4,360
Additions 1,751 - 44 1,796
Amendment to lease term (682) - - (682)
Cash payments in the year (1,953) (22) (60) (2,036)
Interest charge in the year 171 2 6 178
Foreign exchange (81) (1) (2) (83)
At 31 December 2024 3,429 24 80 3,532
Current 981 7 23 1,010
Non-current 2,448 17 57 2,522
The future value of the minimum lease payments are as follows:
Minimum lease payments
31 December 31 December
2024 2023
£'000 £'000
Amounts due:
Within one year 1,212 1,688
Between one and two years 946 968
Between two and three years 585 635
Between three and four years 626 131
Between four and five years 163 137
Later than five years - 802
3,532 4,361
Lease receivables
31 December 31 December
2024 2023
£'000 £'000
Lease receivables 275 474
Current 104 205
Non-current 171 269
During 2023 a sublease was entered into relating to the New York office,
accordingly a lease receivable was recognised, being the equivalent of the
lease receivables over the lease term which runs through to April 2026. The
amount due within one year is presented within current assets and the amount
due after one year is presented within non-current assets.
The Group has elected not to apply the requirements to both short-term leases
and leases for which the underlying asset is of low value. The lease payments
associated with such leases are expensed on a straight-line basis over the
term of the lease.
14. Subsidiaries
Details of the Company's subsidiaries are set out below.
Proportion of
nominal value
of issued
ordinary Country of Nature of
Subsidiary undertaking shares held incorporation business
Adtrack Limited(1) 100% UK Non‑trading
AMMO (Advance Media & Marketing Opportunities) Limited(1) 100% UK Non‑trading
Axiology Limited(1) 100% UK Non‑trading
Barsby Rowe Limited(1) 100% UK Non‑trading
BCMG Acquisitions Limited(1) 100% UK Non‑trading
BCMG Limited 100% UK Holding company
Billetts Consulting Limited(1) 100% UK Non‑trading
Billetts International Limited(1) 100% UK Non‑trading
Billetts Limited(1) 100% UK Non‑trading
Billetts Marketing Investment Management Limited(1) 100% UK Non‑trading
Billetts Marketing Sciences Limited(1) 100% UK Non‑trading
Billetts Media Consulting Limited(1) 100% UK Non‑trading
Brief Information Limited(1) 100% UK Non‑trading
Checking Advertising Services Limited 100% UK Non‑trading
China Media Consulting Group Limited(1) 100% Hong Kong Holding company
Data Management Services Group Limited(1) 100% UK Non‑trading
Digital Decisions BV(1,2) 100% Netherlands Media consultancy
Digireels Limited(1) 100% UK Non‑trading
Ebiquity (Shanghai) Management Consulting Company Limited(1,2) 100% China Media consultancy
Ebiquity Asia Pacific Limited(1) 100% UK Holding company
Ebiquity Associates Limited(2) 100% UK Media consultancy
Ebiquity Bulgaria EOOD(1,2) 100% Bulgaria Media consultancy
Ebiquity Canada Inc(1,2) 100% Canada Media consultancy
Ebiquity CEE Limited(1,2) 75.05% UK Media consultancy
Ebiquity Denmark Aps(1,2) 100% Denmark Media consultancy
Ebiquity Germany GmbH(1,2) 100% Germany Media consultancy
Ebiquity Holdings Inc. 100% US Holding company
Ebiquity Iberia S.L.U.(1,2) 100% Spain Media consultancy
Ebiquity Inc.(1,2) 100% US
Ebiquity India Private Limited(1,2) 100% India Media consultancy
Ebiquity Italy Media Advisor S.r.l.(1,2) 100% Italy Media consultancy
Ebiquity Marsh Limited(1,2) 100% Ireland Media consultancy
Ebiquity Pte. Limited(1,2) 100% Singapore Media consultancy
Ebiquity Pty Limited(1,2) 100% Australia Media consultancy
Ebiquity Russia OOO(1,2) 75.05% Russia Media consultancy
Ebiquity SAS(1,2) 100% France Media consultancy
Ebiquity Sweden AB(1,2) 100% Sweden Media consultancy
Ebiquity US Financing Limited 100% UK Non‑trading
Ebiquity US Holdings Limited(1) 100% UK Holding company
Ebiquity US Holdings LLC(1) 100% US Holding company
Ebiquity UK Holdings Limited 100% UK Holding company
Ebiquity UK Limited(1) 100% UK Non-trading
Fairbrother Lenz Eley Limited(1) 100% UK Non‑trading
Faulkner Group Pty Limited(1) 100% Australia Non‑trading
FirmDecisions Germany GmbH(1,2) 100% Germany Media consultancy
FirmDecisions ASJP LLC(1,2) 100% US Media consultancy
FirmDecisions China Limited(1,2) 100% China Media consultancy
FirmDecisions DMCC(1,2) 100% UAE Media consultancy
FirmDecisions Group Limited 100% UK Holding company
FirmDecisions Iberia S.L(1,2) 100% Spain Media Consultancy
FirmDecisions Limited(1) 100% UK Holding company
FirmDecisions Pty Limited(1,2) 100% Australia Media consultancy
FLE Holdings Limited 100% UK Holding company
Fouberts Place Subsidiary No. 4 Limited(1) 100% UK Non‑trading
Freshcorp Limited(1) 100% UK Non‑trading
Mediaadvantage Consulting, Unipessoal, L.d.a.(1,2) 100% Portugal Media consultancy
Media Management LLC(1) 100% US Media consultancy
Media Path Network AB(1,2) 100% Sweden Media consultancy
Media Path Network Ltd(1) 100% UK Non-trading
Media Path Spain S.L.(1) 100% Spain Non-trading
Nova Vision Europe S.A.(1) 100% Belgium Non‑trading
Prominent Pages Limited(1) 100% UK Non‑trading
Shots Limited(1) 100% UK Non‑trading
Stratigent LLC(1) 100% US Non-trading
Telefoto Monitoring Services Limited(1) 100% UK Non‑trading
The Billett Consultancy Limited(1) 100% UK Non‑trading
The Communication Trading Company Limited(1) 100% UK Non‑trading
The Press Advertising Register Limited(1) 100% UK Non‑trading
The Register Group Limited(1) 100% UK Non‑trading
Worldwide Media Management Limited(1) 100% UK Non‑trading
Xtreme Information Limited(1) 100% UK Non‑trading
Xtreme Information Services (Australia) Pty Limited(1) 100% Australia Non‑trading
Xtreme Information Services Limited 100% UK Holding company
Xtreme Information Services SPRL(1) 100% Belgium Non‑trading
Xtreme Information (USA) Limited(1) 100% UK Non‑trading
1. Shares held by an intermediate holding company.
2. Principal trading entity.
15. Trade and other receivables
31 December 31 December
2024 2023
£'000 £'000
Trade and other receivables due within one year
Net trade receivables 20,627 19,815
Other receivables 1,811 1,238
Prepayments 860 1,324
Contract assets 6,542 7,384
29,840 29,761
Contract assets are assets from performance obligations that have been
satisfied but not yet billed.
Trade and other receivables represent management's best estimate of the amount
expected to be recovered by the Group through the completion accounts and
expected loss model. The provision for receivables impairment is determined
using an expected credit loss model by reference to historical bad debt rates.
No further disclosure is made due to the immaterial level of the provision for
impairment of receivables.
The Group considers there to be no material difference between the fair value
of trade and other receivables and their carrying amount in the balance sheet.
See note 25 for details of the analysis of trade receivables that were not
impaired at 31 December 2024.
16. Cash and cash equivalents
31 December 31 December
2024 2023
£'000 £'000
Cash and cash equivalents 8,327 9,155
Restricted cash(1) 816 861
Cash and cash equivalents 9,143 10,016
Cash and cash equivalents earn interest at between (0.05%) and 2.5%.
1. Cash and cash equivalents of £816,000 (2023: £861,000) are held
in Ebiquity Russia OOO, with restrictions on remittances to certain countries.
These balances may not be readily available to the wider Group but can be used
to meet Ebiquity Russia OOO's obligations within Russia as they fall due.
17. Trade and other payables
31 December 31 December
2024 2023
£'000 £'000
Trade payables 3,638 5,791
Other taxation and social security 2,236 2,266
Other payables 1,065 1,049
Deferred tax - current - 141
6,939 9,247
The Directors consider that the carrying amounts of trade and other payables
are reasonable approximations of their fair value.
18. Accruals and contract liabilities
31 December 31 December
2024 2023
£'000 £'000
Accruals 4,027 4,319
Contract liabilities(1) 7,255 6,485
Total accruals and contract liabilities 11,282 10,804
1. Contract liabilities are amounts invoiced in advance to
customers prior to satisfaction of performance obligations. Invoices are
raised based on contractual rights to obtain payment under non-cancellable
contracts. The brought forward £6.485m balance was recognised as revenue in
the current period.
19. Financial liabilities
31 December 31 December
2024 2023
£'000 £'000
Current
Contingent consideration(1) 2,712 -
Other financing arrangement(2) 55 -
2,767 -
Non‑current
Bank borrowings 24,000 22,000
Loan fees(3) (112) (125)
Contingent consideration(1) - 3,996
Other financing arrangement(2) 59 -
23,947 25,871
Total financial liabilities 26,714 25,871
1. Contingent consideration relates to historic acquisitions
and are subject to agreement between the respective parties.
2. Financing arrangement for IT software licence.
3. Loan fees were payable on amending the banking facility and
are being recognised in the income statement on a straight-line basis until
the maturity date of the facility in April 2027. Non-current loan fees include
current fees.
Bank borrowings Contingent consideration Other financing arrangement Total
£'000 £'000 £'000 £'000
At 1 January 2023 21,235 2,183 - 23,418
Paid (4,500) (60) - (4,560)
Charged to the income statement 140 - - 140
Change in estimate - 1,274 - 1,274
Borrowings 5,000 - - 5,000
Discounting charged to the income statement - 524 - 524
Foreign exchange released to the income statement - 13 - 13
Foreign exchange recognised in the translation reserve - 62 - 62
At 31 December 2023 21,875 3,996 - 25,871
Unwinding of discount - 681 - 681
Charged to the income statement 13 - - 13
Change in estimate - (2,058) - (2,058)
Borrowings 2,000 - 114 2,114
Foreign exchange released to the income statement - (56) - (56)
Foreign exchange recognised in the translation reserve - 149 - 149
At 31 December 2024 23,888 2,712 114 26,714
A currency analysis for the bank borrowings is shown below:
31 December 31 December
2024 2023
£'000 £'000
Pound sterling 23,888 21,875
Total bank borrowings 23,888 21,875
All bank borrowings are held jointly with Barclays and NatWest. The revolving
credit facility ('RCF') as at 31 December 2024 runs for a period of two years
to 24 April 2027, extendable for up to a further two years with a total
commitment of £30.0 million. £24.0 million had been drawn as at 31 December
2024 (2023: £22 million). The remainder of any drawings is repayable on the
maturity of the facility.
The quarterly covenants applied up to and including December 2024 are interest
cover >3.0x; adjusted leverage <2.5x; and adjusted contingent
consideration leverage <3.5x.
Loan arrangement fees accrued in the period of £150,000 (2023: £125,000) are
offset against the term loan and are being amortised over the period of the
loan.
The facility will bear variable interest Barclays Bank SONIA rate plus a
margin ranging from 2.25% to 2.75%, depending on the Group's adjusted
contingent consideration leverage 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 five business days' notice.
Since the year end the facility has been amended under an agreement dated 31
March 2025. The revised facility is for £35.0 million, for a period of two
years to 24 April 2027. There are no annual reductions in the facility.
The quarterly covenants to be applied from March 2025 onwards will be interest
cover >3.0; and one net leverage covenant being the adjusted contingent
consideration leverage which will range from 2.6x to 4.3x for the 2025 and
2026 financial years and be fixed at 2.5 from 1 January 2027.
The facility will bear variable interest Barclays Bank SONIA rate plus a
margin ranging from 2.75% to 3.35%, depending on the Group's net leverage
(including contingent consideration) ratio.
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, Australia, Germany, Denmark and Sweden.
20. Provisions
Dilapidations(1) Total
£'000 £'000
At 1 January 2023 463 463
Discounting charged to the income statement 67 67
At 31 December 2023 530 530
Recognition of dilapidations provision 233 233
Utilisation of dilapidations provision (336) (336)
Excess dilapidations provision released (114) (114)
Discounting charged to the income statement (69) (69)
At 31 December 2024 244 244
Current - -
Non‑current 244 244
1. The dilapidations provision relates to the expected costs
of vacating various properties. The provision is expected to be fully utilised
by December 2029.
21. Deferred tax
Tangible assets Intangible assets Share based payment Tax Other timing differences Total
losses
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2023 789 (2,372) 412 832 (210) (549)
(Charge)/credit to income (440) 1,062 (23) 29 171 799
At 31 December 2023 349 (1,310) 389 861 (39) 250
(Charge)/credit to income (137) 884 (58) 169 (68) 790
At 31 December 2024 212 (426) 331 1,030 (107) 1,040
Certain non-current deferred tax assets and liabilities have been offset. The
following is the analysis of the deferred tax balance (after offset) for
financial reporting purposes:
31 December 31 December
2024 2023
£'000 £'000
Deferred tax assets - non‑current 1,656 1,273
Deferred tax liabilities - current - (141)
Deferred tax liabilities - non‑current (616) (882)
1,040 250
At the year end, the Group had tax losses of £4,822,000 (31 December 2023:
£3,989,000) available for offset against future profits. A deferred tax asset
of £1,030,000 (31 December 2023: £861,000) has been recognised in respect
of such losses.
The Group has unrecognised tax losses of £5,328,000 (31 December 2023:
£5,473,000) and unrecognised deferred tax assets of £1,258,000 (31 December
2023: £1,165,000), mainly in relation to tax losses in the US and Australia
(2023: mainly in relation to tax losses in the US and Australia). US tax
losses of £940,000 (31 December 2023: £1,530,000) are subject to expiry in
2037.
Deferred tax on unremitted earnings has not been recognised as management do
not intend to pay dividends from jurisdictions where a tax charge would be
incurred, and dividends received are not taxed in the UK.
22. Ordinary shares
Number of shares Nominal value
£'000
At 1 January 2023 - ordinary shares of 25p 120,241,181 30,060
Shares issued 19,929,502 4,982
Share options exercised 241,083 61
At 31 December 2023 - ordinary shares of 25p 140,411,766 35,103
Shares issued - -
Share options exercised 160,356 40
At 31 December 2024 - ordinary shares of 25p 140,572,122 35,143
Ordinary shares carry voting rights and are entitled to share in the profits
of the Company (dividends). The shares issued during the comparative 31
December 2023 year of 19,929,502 were in connection with the partial
settlement of the post-date remuneration due relating to the acquisition of
Digital Decisions BV in 2020.
At the year-end, 10,588,971 share options were outstanding (31 December 2023:
6,746,430).
23. Reserves
Share premium
The share premium reserve of £15,552,000 (31 December 2023: £15,552,000)
shows the amount subscribed for share capital in excess of the nominal value.
The movement in the year relates to the issue of shares in connection with the
partial settlement of the post-date remuneration due relating to the
acquisition of Digital Decisions BV in 2020.
Other reserves
Other reserves consist of the merger reserve, ESOP reserve and translation
reserve.
Merger reserve
The merger reserve of £3,667,000 (31 December 2023: £3,667,000) arose
between 2006 and 2010 on the issuance of shares at a premium on a Group
restructure, where the premium on issue qualified for merger relief. There has
been no movement in the year.
ESOP reserve
The ESOP reserve of £1,277,000 debit (31 December 2023: £1,478,000 debit)
represents the cost of the Company's own shares acquired by the Employee
Benefit Trust ('EBT'). The purpose of the EBT is to facilitate and encourage
the ownership of shares by employees, by acquiring shares in the Company and
distributing them to satisfy awards which vest under employee share schemes.
The EBT may operate in conjunction with the Company's existing share option
schemes and other schemes that may apply from time to time. During the year
571,629 shares were issued out of the EBT following share options that were
exercised by employees. Refer to note 24 for more details.
Translation reserve
The translation reserve of £68,000 (31 December 2023: £1,885,000) arises on
the translation into sterling of the net assets of the Group's foreign
operations.
Merger ESOP Translation Total
Reserve Reserve Reserve
£'000 £'000 £'000 £'000
At 31 December 2022 3,667 (1,478) 2,635 4,824
Other comprehensive (expense)/income - - (750) (750)
At 31 December 2023 3,667 (1,478) 1,885 4,074
Other comprehensive (expense)/income - - (1,817) (1,817)
Shares options exercised and issued out of EBT - 201 - 201
At 31 December 2024 3,667 (1,277) 68 2,459
Retained earnings
The retained earnings reserve shows the cumulative net gains and losses
recognised in the consolidated income statement.
For detailed movements on each of the above reserves, refer to the
consolidated statement of changes in equity.
24. Share‑based payments
The Group operates long-term equity‑settled share incentive schemes used to
reward and retain key employees of the Group. A charge based on the fair value
of the award on the grant date is taken to the consolidated income statement
over the vesting period to recognise the cost of these.
Options outstanding at 31 December 2024:
Weighted
average
Name of share option scheme Exercise price exercise price
and grant date Life of option Exercise period (pence) (pence) Number
Executive Share Option Plan - 15 May 2014 10 years April 2017 - May 2024 25.0 25.0 -
Executive Share Option Plan - 01 October 2015 10 years April 2018 - October 2025 25.0 25.0 80,000
Executive Share Option Plan - 24 July 2017 10 years December 2018 - July 2027 nil nil 80,000
Executive Share Option Plan - 24 May 2018 10 years December 2020 - May 2028 nil nil 50,000
Executive Share Option Plan - 11 November 2019 10 years December 2021 - November 2029 nil nil 70,000
Executive Share Option Plan - 30 April 2021 10 years April 2024 - April 2031 nil nil 2,167,866
Executive Share Option Plan - 16 August 2022 10 years December 2024 - August 2032 nil nil 746,277
Executive Share Option Plan - 29 September 2022 10 years December 2024 - September 2032 nil nil 1,872,685
Executive Share Option Plan - 30 January 2024 10 years December 2025 - January 2034 nil nil 3,015,534
Executive Share Option Plan - 1 November 2024 10 years December 2025 - October 2034 nil nil 2,506,610
10,588,971
Movements in outstanding ordinary share options:
Year ended Year ended
31 December 2024 31 December 2023
Weighted Weighted
average average
Number of exercise price Number of exercise price
share options (pence) share options (pence)
Outstanding at beginning of the year 6,746,433 6 7,702,515 13
Granted during the year 6,332,562 - - -
Exercised during the year (731,985) - (241,083) 5
Lapsed during the year (909,142) - (400,000) (13)
Performance criteria not expected to be met (848,897) - (315,002) -
Outstanding at the end of the year 10,588,972 4 6,746,430 6
Exercisable at the end of the year 5,066,828 - 440,356 6
During the year, 6,332,562 options were granted, in the prior year nil share
options were granted. These fair values were calculated using the Black
Scholes model with the following inputs:
Year ended Year ended Year ended
31 December 2024 31 December 2024 31 December 2023
Grant date 4 November 2024 30 January 2024
Weighted average share price - - -
Exercise price nil nil -
Expected volatility(1) 41.4% 41.4% -
Vesting period 2.2 years 1.9 years -
Risk free interest rates 4.13% 4.55% -
1. Expected volatility is based on historical volatility of the
Company over the period commensurate with the expected life of the options.
Options exercised in the period resulted in 160,356 shares (31 December 2023:
241,083 shares) being issued at a weighted average price of 4p each (31
December 2023: 5p). The weighted average share price on the dates of exercise
for options exercised during the year was 40.6p (31 December 2023: 53.0p).
The balance of the options exercised in the period; the shares were issued
from the Employee Benefit Trust (31 December 2024 571,629; 31 December 2023: 0
shares) at a weighted average price of 0p. The weighted average share price on
the dates of exercise for options exercised and issued out of the Employee
Benefit Trust was 35p.
The options outstanding at the end of the year have a weighted average
remaining contractual life of 8.1 years (31 December 2023: 0.6 years), with an
average exercise price of nil.
The total charge in respect of share option schemes recognised in the
consolidated income statement during the period amounted to a credit of £
437,044 (31 December 2023: a charge of £682,360). The 2024 credit is a
consequence of an assessment of the performance conditions associated with the
share options currently vesting and forfeited share options of former
employees.
25. Capital and financial risk management
General objectives, policies and processes
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. The Board has overall responsibility for the determination of the
Group's risk management policies and, whilst retaining ultimate responsibility
for them, it has delegated the authority for designing and operating the
processes that ensure the effective implementation of the financial risk
management objectives and policies, to the Group's finance function. The Board
receives monthly reports from the Group's finance function through which it
monitors the effectiveness of the processes put in place and the
appropriateness of the policies it sets.
Capital and other reserves
The Group considers its capital to comprise of its cash and cash equivalents,
borrowings, ordinary share capital, share premium, non‑controlling
interests, reserves and accumulated retained earnings.
The Group's objective when maintaining capital is to safeguard the entity's
ability to continue as a going concern so that it can continue to invest in
the growth of the business and ultimately to provide an adequate return to its
shareholders. The Directors believe the Group has sufficient capital to
continue trading in the foreseeable future.
The following table summarises the capital of the Group:
31 December 31 December
2024 2023
£'000 £'000
Financial assets:
Cash and cash equivalents 9,143 10,016
Financial liabilities held at amortised cost:
Bank overdraft - -
Bank borrowings (23,888) (21,875)
Net debt (14,745) (11,859)
Equity (35,794) (41,662)
Capital (50,539) (53,521)
Financial risk management
The Group is exposed to risks that arise from its use of financial
instruments. The Group's objectives, policies and processes for managing those
risks and the methods used to measure them are described below. Further
quantitative information in respect of these risks is presented throughout
these financial statements.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous years unless otherwise
stated in this note.
The Group is exposed through its operations to a variety of financial risks:
credit risk; market risk (including interest rate and currency risk); and
liquidity risk.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or a
counterparty to a financial instrument fails to meet its contractual
obligations.
Trade receivables
The Group operates in an industry where most of its customers are reputable
and well‑established multinational or large national businesses. When the
creditworthiness of a new customer is in doubt, credit limits and payment
terms are established and authorised by the Territory Finance Director. The
Group will suspend the services provided to customers who fail to meet the
terms and conditions specified in their contract where it is deemed necessary.
There is no concentration of credit risk within the Group. The maximum credit
risk exposure relating to financial assets is represented by the carrying
values as at the year end.
The credit control function of the Group monitors outstanding debts of the
Group. Debtor reports are reviewed and analysed on a regular basis. Trade
receivables are analysed by the ageing and value of the debts. Customers with
any overdue debts are contacted for payment and progress is tracked on a
credit control report. Based on these procedures, management assessed the
credit quality of those receivables that are neither past due nor impaired as
low risk. There have been no significant changes to the composition of
receivables counterparties within the Group that indicate this would change in
the future.
The Directors consider that the carrying amounts of trade and other
receivables are reasonable approximations of their fair value.
The following is an analysis of the Group's trade receivables identifying the
totals of trade receivables which are past due but not impaired:
Past due Past due
Total +30 days +60 days
£'000 £'000 £'000
At 31 December 2024 1,392 726 666
At 31 December 2023 1,291 742 549
Financial assets past due but not impaired
The following is an analysis of the Group's provision against trade
receivables:
31 December 2024 31 December 2023
Gross value Provision Carrying value Gross value Provision Carrying value
£'000 £'000 £'000 £'000 £'000 £'000
Trade receivables 20,691 (64) 20,627 19,880 (65) 19,815
The Group records impairment losses on its trade receivables separately from
the gross amount receivable. There is an impairment against trade receivables
of £64,000 at the year end. Impaired receivables are provided against based
on expected recoverability. The movements on this provision during the year
are summarised below:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Opening balance 65 84
Increase in provision 6 -
Written off against provision (7) (15)
Recovered amount reversed (1) -
Foreign exchange - (5)
Closing balance 64 65
Market risk
Market risk arises from the Group's use of interest-bearing, tradable and
foreign currency financial instruments. There is a risk that the fair value of
future cash flows of a financial instrument will fluctuate because of changes
in interest rates (interest rate risk), foreign exchange rates (currency risk)
or other market factors (other price risk).
Interest rate risk
The Group is exposed to interest rate risk from a revolving credit facility.
To illustrate the Group's exposure to interest rate risk, an increase/decrease
of 50 basis points to the rate applied to the Group's borrowings would result
in a post-tax movement of £85,000 (2023: £147,000).
Currency risk
The Group is exposed to currency risk on foreign currency trading and
intercompany balances, and on the foreign currency bank accounts which it
holds. These risks are offset by the holding of certain foreign currency bank
borrowings. The translation of the assets and liabilities of the Group's
overseas subsidiaries represents a risk to the Group's equity balances.
The Group's exposure to currency risk at the year-end can be illustrated by
the following:
31 December 2024 31 December 2023
Increase/ (decrease) in Increase/ (decrease) in
profit Increase in profit Increase in
before tax(1) equity(1) before tax(1) equity(1)
£'000 £'000 £'000 £'000
10% strengthening of US dollar (129) 1,669 (161) 1,454
10% strengthening of euro 191 1,642 388 1,734
10% strengthening of Australian dollar (16) 423 10 519
1. An equal weakening of any currency would broadly have the
opposite effect.
The currency profile of the financial assets at 31 December 2024 is as
follows:
Cash and cash equivalents Net trade receivables
31 December 31 December 31 December 31 December
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Pound sterling 1,514 1,562 4,618 6,386
US dollar 1,578 1,854 4,939 5,785
Euro 3,093 3,847 9,666 5,723
Australian dollar 369 533 230 273
Russian rouble 555 604 144 166
Singapore dollar 48 188 118 151
Chinese renminbi 1,040 643 573 649
Indian rupee 38 44 168 190
New Zealand dollar - - - 6
United Arab Emirate dirham 6 118 - 46
Swiss franc 121 136 - -
Bulgarian lev 57 31 - 4
Danish krone 251 267 137 198
Canadian dollars 118 70 34 154
Swedish krona 355 119 - 80
Thai baht - - - 4
9,143 10,016 20,627 19,815
Other price risks
The Group does not have any material exposure to other price risks.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments, the risk
being that the Group may not meet its financial obligations as they fall due.
The liquidity risk of each Group company is managed centrally by the Group.
All surplus cash in the UK is held centrally to maximise the returns on
deposits through economies of scale. The type of cash instrument used, and its
maturity date, will depend on the Group's forecast cash requirements.
Throughout the year, the Group maintained a revolving credit facility with
Barclays and NatWest (see note 19) to manage any short-term cash requirements.
At 31 December 2024, £6,000,000 (31 December 2023: £7,063,000) of the
revolving credit facility was undrawn. The facility expires in April 2027, at
which point drawdown amounts will be repayable.
It is a condition of the borrowings that the Group passes various covenant
tests on a quarterly basis and the Group finance team regularly monitors the
Group forecasts to ensure they are not breached.
Categories of financial assets and liabilities
The following tables set out the categories of financial instruments held by
the Group. All the Group's financial assets and liabilities are measured at
amortised cost.
Financial assets
31 December 31 December
2024 2023
£'000 £'000
Current financial assets
Amortised cost:
Trade and other receivables(1) 22,439 21,053
Lease receivables (note 13) 104 205
Cash and cash equivalents (note 16) 9,143 10,016
31,685 31,274
1. Trade and other receivables include net trade receivables and
other receivables and excludes prepayments and contract assets.
Financial liabilities
31 December 31 December
2024 2023
£'000 £'000
Current financial liabilities
Other financial liabilities at amortised cost:
Trade and other payables(1) 4,703 6,840
Accruals 4,027 4,318
Lease liabilities(2) 1,010 1,682
Liabilities at fair value through profit and loss:
Contingent consideration 2,712 -
Other financing arrangement(3) 55 -
12,507 12,840
Non‑current financial liabilities
Other financial liabilities at amortised cost:
Bank loans and borrowings 23,888 21,875
Other financing arrangement(3) 59 -
Contingent consideration - 3,996
Lease liabilities(2) 2,522 2,678
26,469 28,549
Total financial liabilities 38,976 41,389
1. Trade and other payables include trade payables and other
payables and excludes other taxation and social security and contract
liabilities.
2. Lease liabilities are those recognised in accordance with IFRS
16.
3. Financing arrangement for IT software licence.
The following table illustrates the contractual maturity analysis of the
Group's financial liabilities:
Within One to
one year five years Total
£'000 £'000 £'000
At 31 December 2024
Trade and other payables 4,703 - 4,703
Accruals 4,027 - 4,027
Bank loans and overdrafts 2,095 26,085 28,180
Contingent consideration 2,712 - 2,712
Other financing arrangement 114 - 114
Lease liabilities(1) 1,239 2,822 4,061
Undiscounted cash flows 14,890 28,907 43,797
Less: finance charges allocated to future periods (2,324) (2,498) (4,822)
Present value 12,566 26,409 38,977
Within One to
one year five years Total
£'000 £'000 £'000
At 31 December 2023
Trade and other payables 6,841 - 6,841
Accruals 4,318 - 4,318
Bank loans and overdrafts 1,787 23,340 25,127
Contingent consideration - 3,996 3,996
Lease liabilities(1) 1,803 2,875 4,678
Undiscounted cash flows 14,748 30,211 44,959
Less: finance charges allocated to future periods (1,908) (1,662) (3,570)
Present value 12,840 28,549 41,389
1. Lease liabilities are those recognised in accordance with IFRS
16.
Fair value measurement
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, grouped into Levels
1 to 3 based on the degree to which the fair value is observable:
· Level 1 fair value measurements are those derived from quoted prices in
active markets for identical assets or liabilities
· Level 2 fair value measurements are those derived from inputs other
than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly
· Level 3 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data
Level 1 £'000 Level 2 £'000 Level 3 £'000 Total £'000
At 31 December 2024
Financial liabilities
Contingent consideration - - 2,712 2,712
- - 2,712 2,712
At 31 December 2023
Financial liabilities
Contingent consideration - - 3,996 3,996
- - 3,996 3,996
Refer to note 19 for a reconciliation of movements during the year.
The fair value of the contingent consideration is £2,712,000 (31 December
2023: £3,996,000).
Climate-related risk
The risk of adverse climate change impacts is considered when assessing the
carrying value of goodwill, particularly potential impacts on revenue and cost
growth rates across the regions. Due to the nature of the Group's business
activities, we have not identified any specific climate-related risks that may
impact the cash generating units.
The Group does not consider there to be a high risk of potential climate
change implications negatively impacting the assumptions around revenue
recognition or contingent consideration.
26. Dividends
No dividends were paid or declared during the current and prior financial
years.
27. Cash generated from operations
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Profit/(Loss) before taxation (2,304) (2,566)
Adjustments for:
Depreciation (notes 12 and 13) 1,806 2,267
Impairment of Right of Use asset (note 13) (42) (101)
Amortisation (note 11) 5,001 4,763
Loan fees written off 100 -
Loss on disposal 3 -
Impairment of goodwill and current assets (note 3) 4,000 2,863
Unrealised foreign exchange loss/(gain) 8 34
Onerous lease provision (released)/booked (114) (509)
Write off credit balances in receivables - (106)
Share option charge / (credit) (note 3) (437) 568
Finance income (note 6) (137) (85)
Finance expenses (note 6) 2,145 2,230
Contingent consideration revaluations (note 3) (1,378) 2,361
8,654 11,716
Decrease/(increase) in trade and other receivables (1,201) 3,474
(Decrease)/increase in trade and other payables (2,131) (3,090)
Movement in provisions 162 63
Cash generated from operations - continuing operations 5,484 12,163
Cash generated from operations - discontinued operations - (638)
Cash generated from operations 5,484 11,525
28. Disposals
There were no disposals in the 31 December 2024 period. Refer to note 8 for
commentary regarding the disposal of Digital Balance Australia Pty Limited in
the comparative 31 December 2023 period.
29. Contingent liabilities
The Group is subject to claims and litigation arising in the ordinary course
of business and provision is made where liabilities are considered likely to
arise based on current information and legal advice. There were no such
liabilities as at 31 December 2024 (31 December 2023: £nil).
30. Related party transactions
The Group has a related party relationship with its subsidiaries (refer to
note 14) and key management personnel, including Directors and Executive
Committee members.
Transactions between the Company and its subsidiaries, or between
subsidiaries, have been eliminated on consolidation and are not disclosed in
this note.
Compensation of key management personnel
The remuneration of the Directors, who are considered to be the key management
personnel of the Group, is set out in note 5. There was no post-employment or
other long-term benefits other than contributions to private pension schemes.
Transactions with companies related to key management personnel
During the year the Group entered into trading transactions with GMP Systems
AB. In the period the Group incurred development fees, which were capitalised
to Research and Development intangibles assets amounting to £250,000 (2023:
£676,000). The Group also incurred subscription fees for GMP 365, which were
expensed to the profit and loss account, to the amount of £1,459,000 (2023:
£1,203,000). GMP Systems AB was a related party through the Group's former
Chief Delivery Officer, Susanne Elias, who left the business in 2024.
31. Events after the reporting period
As disclosed in note 19 above, the RCF held jointly with Barclays and NatWest
was amended under an agreement dated 31 March 2025. The facility was revised
to £35.0 million, for a period of two years to 24 April 2027 and the
quarterly covenants revised. Refer to note 19 for the details.
ALTERNATIVE PERFORMANCE MEASURES
In these results we refer to 'adjusted' and 'reported' results, as well as
other non-GAAP alternative performance measures.
Further details of Highlighted Items are set out within the financial
statements and the notes to the financial statements.
In the reporting of financial information, the Directors have adopted various
alternative performance measures ('APMs'). The Group includes these non-GAAP
measures as they consider them to be both useful and necessary to the readers
of the financial statements to help understand the performance of the Group.
The Group's measures may not be calculated in the same way as similarly titled
measures reported by other companies and therefore should be considered in
addition to IFRS measures. The APMs are consistent with how business
performance is measured internally by the Group.
Alternative Performance Measures used by the Group are detailed in the table
below:
APM Relevant IFRS measure Adjustments to reconcile to IFRS measure Definition and purpose Reference
Profit and loss measures
Net revenue Revenue Excludes project related costs as shown in the consolidated income statement Net revenue is the revenue after deducting external production costs and is A1
reconciled on the face of the income statement. Net revenue is a key
management incentive metric
Operating profit Excludes Highlighted Items A2
Adjusted operating profit Adjusted operating profit is reconciled to its statutory equivalents on the
face of the consolidated income statement. This is an important Group
performance measure used by the Board and is also a key management incentive
metric.
Operating profit margin Excludes Highlighted Items A3
Adjusted operating margin Adjusted operating profit margin is calculated as the operating profit
excluding Highlighted Items divided by revenue.
Profit before tax Excludes Highlighted Items A4
Adjusted profit before tax Adjusted profit before tax is reconciled to its statutory equivalents on the
face of the consolidated income statement. This is an important Group
performance measure used by the Board and allows for the consistent comparison
of year-on-year performance.
Adjusted effective rate of tax Effective rate of tax
Adjusted effective tax rate is calculated by comparing the current and
deferred tax charge for the current year, excluding prior year provision
movements to the adjusted profit before taxation. This measure is more
representative of the Group's tax payable position and its ongoing tax rate.
Adjusted profit after tax Profit after tax Excludes Highlighted Items A4
Adjusted profit after tax is reconciled to its statutory equivalents on the
face of the consolidated income statement. This is an important Group
performance measure used by the Board and allows for the consistent comparison
of year-on-year performance.
Adjusted earnings per share is reconciled to statutory earnings per share in
note 9. This is an important Group performance measure and allows for the
consistent comparison of year-on-year performance, particularly as it adjusts
for the non-recurring nature of Highlighted Items expenditure. Furthermore,
the Long-Term Incentive Plan uses a target based on EPS growth over a
three-year period.
Adjusted earnings per share Earnings per share
Excludes Highlighted Items Note 9
Balance sheet measures
Net debt None Reconciliation of net debt Net debt comprises total loans and borrowings, including prepaid loan fees, A5
less cash and cash equivalents. Net debt excludes restricted cash from
Ebiquity Russia OOO. This is an important Group performance measure in
assessment the strength of the balance sheet position, and is particularly
important for the loan facility, where the variance interest rate can move
depending of the Group's net debt to EBITDA ratio.
Cash flow measures
Cash flow from operations Cash movements relating to Highlighted Items excluded. Adjusted cash generated from operations is defined as the cash generated from A6
operations excluding the cash movements relating to the Highlighted Items.
Adjusted cash generated from operations This is an important Group performance measure and allows for the consistent
comparison of year-on-year performance.
Operating cash flow conversion Cash movements relating to Highlighted Items excluded. A6
Adjusted operating cash flow conversion Adjusted operating cash flow conversion is the ratio of the adjusted cash
generated from operations divided by the adjusted operating profit, expressed
as a percentage. This is an important Group performance measure and allows for
the consistent comparison of year-on-year performance.
A1: Reconciliation of net revenue
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Revenue 76,764 80,196
Project related costs (7,312) (7,355)
Net revenue 69,452 72,841
A2: Reconciliation of adjusted operating profit
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Adjusted operating profit 7,896 12,015
Highlighted Items (8,817) (12,272)
Operating profit/(loss) (921) (257)
A3: Reconciliation of operating profit margin
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Revenue 76,764 80,196
Adjusted operating profit (A2) 7,896 12,015
Adjusted operating profit margin 10.3% 15.0%
Operating profit/(loss) (A2) (921) (257)
Operating profit margin (1.2)% (0.3)%
A4: Reconciliation of adjusted profit before taxation and adjusted profit
after taxation
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Adjusted profit before taxation from continuing operations 6,513 9,706
Highlighted Items (8,817) (12,272)
Loss before taxation from continuing operations (2,304) (2,566)
Breakdown of taxation (charge)/credit - continuing operations
Before Highlighted Items (2,080) (2,582)
Highlighted Items 762 884
Taxation charge (1,317) (1,698)
Net (loss)/profit from discontinued operations
Before Highlighted Items - (28)
Highlighted Items - 189
Net profit from discontinued operations - 161
Adjusted profit after tax 4,433 7,096
Highlighted Items (8,055) (11,199)
Loss after tax (3,622) (4,103)
A5: Reconciliation of net debt
31 December 31 December
2024 2023
£'000 £'000
Loans and borrowings (24,000) (22,000)
Prepaid loan fees 112 125
Less: cash and cash equivalents 9,143 10,016
Net Debt (14,745) (11,859)
Restricted cash - Ebiquity Russia OOO 816 861
Net debt excluding restricted cash (15,561) (12,720)
A6: Reconciliation of adjusted cashflow from operations
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Cash generated from operations 5,484 11,525
Add back: cash outflow from discontinuing operations - 638
Eliminating cash movements for Highlighted Items:
Severance 1,605 363
Post date remuneration charges - 333
Onerous lease provision booked - 102
Transformation costs 829 1,322
Share option charges (18) 11
Acquisition related costs 924 668
Taxation (266) (307)
Adjusted cash generated from operations 8,558 14,655
Adjusted operating profit - continuing operations 7,896 12,015
Adjusted operating cash flow conversion (%) 108% 122%
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
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR VVLBFEZLZBBERecent news on Ebiquity
See all newsREG - Ebiquity PLC - Final Results
AnnouncementRCS - Ebiquity PLC - Notice of Investor Presentation
AnnouncementREG - Ebiquity PLC - Notice of Results
AnnouncementREG - Ebiquity PLC - Notification of major holdings
AnnouncementREG - Ebiquity PLC - Total Voting Rights
Announcement