REG - Ebiquity PLC - Interim Results
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RNS Number : 1033B Ebiquity PLC 29 September 2025
Ebiquity plc
("Ebiquity", the "Company" or the "Group")
Unaudited Interim Results for the six months ended 30 June 2025
Operational discipline delivers 11% H1 2025 adjusted operating profit growth
despite North America market conditions
Ebiquity plc, a world leader in media investment analysis, announces its
interim results for the six months ended 30 June 2025 ("H1 2025").
H1 2025 Summary
Group H1 2025 H1 2024 Change
£m £m £m %
Revenue 37.9 37.9 - -
Adjusted Operating Profit(1) 2.6 2.3 0.3 11%
Adjusted Operating Profit Margin (%)(1) 6.8% 6.2% - 0.6pp
Adjusted Profit before Tax(1) 0.4 1.5 (1.1) (73%)
Adjusted (Loss)/Earnings per Share(1) (0.40p) 0.84p (1.24p) (148%)
Statutory Operating Loss (6.8) (0.1) (6.7) (5178%)
Statutory Loss before Tax (9.0) (0.9) (8.0) (852%)
Statutory Loss per Share (7.19p) (0.86p) (6.33p) (739%)
Adjusted Cash from Operations 4.6 2.6 2.0 77%
Net Debt(2) 15.0 16.2 1.2 7%
1. Adjusted numbers exclude highlighted items (comprising amortisation
of acquired intangibles, acquisition and refinancing costs, severance and
reorganisation costs, and other non-recurring 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.
2. Net Debt excludes restricted cash within the Russian operation
(Restricted cash H1 2025 £1.1m; H1 2024 £0.9m)
• Revenue in line with prior year at £37.9 million with solid performance
in UK & Ireland offsetting challenges in North America and APAC
• Contract Compliance delivered strong 43% growth demonstrating demand for
our compliance and governance services
• Adjusted Operating Profit increased by £0.3 million to £2.6 million
(11%) with adjusted operating margin improving to 6.8% (H1 2024: 6.2%)
• Statutory Operating Loss of £6.8 million, a £6.7m decline from a £0.1
million loss in H1 2024. This was driven by the non-cash impairment of the
goodwill in the North America region of £8.3 million
• Improved cash generation with adjusted cash from operations of £4.6
million (H1 2024: £2.6 million)
• Robust financial position, with net debt at 30 June 2025 of £15.0
million, down by £1.2 million in H1 2024.
Outlook
As announced on 23 September 2025, the Group's Global operations, excluding
North America, have continued to deliver strong growth in the second half of
2025 and are expected to deliver strong full-year revenue and operating profit
growth, particularly in Marketing Effectiveness and Contract Compliance
services.
However, the uncertain macroeconomic environment in North America has proved
more persistent than previously anticipated and negative impacts on client
spending and decision-making prevail. The Group has proactively taken action
in restructuring the North American leadership team and is also implementing
targeted cost savings to improve profitability.
Full year revenues are expected to be in the region of £75 million for 2025,
in line with 2024 revenues, and an adjusted operating profit in the region of
£5.5 million, supported by the continued operational efficiency initiatives
to offset revenue pressures in North America. The Group maintains strong
financial stability, with cash balances of £8.9 million and £11 million of
undrawn facilities as at 30 June 2025, whilst remaining fully compliant with
all covenant requirements.
Ruben Schreurs, CEO, commented:
"Our H1 2025 results demonstrate operational resilience in what continues to
be challenging market conditions. With revenues in line with last year, we
achieved 11% growth in adjusted operating profit through disciplined cost
management and operational improvements.
"We've strengthened regional leadership, enhanced our focus on project
profitability, and implemented AI-driven productivity improvements across our
operations. This positions us well to serve clients navigating an increasingly
complex media environment.
"Market conditions remain difficult in North America, but we're focused on
executing the operational changes needed to deliver improved performance as
market conditions stabilise. I remain confident in our ability to build on
these foundations and deliver sustainable value for all stakeholders."
Details of presentations
The Company will be hosting a webcast presentation for analysts and
institutional investors at 09:30 BST today. If you would like to register,
please contact alex.campbell@camarco.co.uk.
The Company will also be giving a presentation for investors via the Investor
Meet Company platform on 2 October 2025 at 13.45 BST. 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
plc
+44 (0)20 7650 9600
Dorcas Murray, Company
Secretary
Camarco
Phoebe
Pugh
+44 (0)7586 714 048
Alex
Campbell
+44 (0)7710 230 545
Cavendish Capital Markets (Nominated Advisor & Sole
Broker) +44 (0)20 7220
0500
Ben Jeynes/ George Lawson - Corporate Finance
Julian Morse/ Louise Talbot/ Sunila de Silva - Sales/ ECM
Chief Executive Officer's Review
I present Ebiquity's results for the first half of 2025, which demonstrate
meaningful progress in our comprehensive business transformation whilst
acknowledging the substantial work ahead. Our stable revenue in H1 2025 is the
result of what has now been seven months of fundamental transformation across
every dimension of our operations, building strong foundations for Ebiquity's
success at the same time as we continue to navigate 2025's challenging
environment. This challenging environment has remained acute in North
America, where we have taken action to protect profitability and better
position the business for growth.
Ebiquity's Unique Market Position and Strategic Foundation
Our transformation of the Group builds upon Ebiquity's genuinely unique market
position of operating from demand surplus with clients across more than 75 of
the top 100 global brand advertisers. Our rich data, fierce independence, and
locally and globally- recognised deep expertise create a competitive moat that
few organisations can replicate, built on years of deepening trusted
relationships. However, maintaining this advantaged position requires us to
deliver increasingly scalable, value-delivering solutions that address
contemporary and future client challenges.
This challenge provides the blueprint for transforming Ebiquity's service
delivery whilst preserving and growing the trusted advisor relationships that
define our market position, and with that in mind our transformation has been
focused on 5 main pillars: Go-to-market, Operational Excellence and
Profitability, Transformational Data & Tech, People and Culture and
Customer Experience.
Comprehensive Go-to-Market Transformation
Our positioning and go-to-market approach have been updated comprehensively
with global staff training and client communications, newly aligned ERA
narrative, and our new website generating over 200% increases in both visits
and engagement since its launch in March 2025. We have developed new
collateral across the board, implemented our global 'Winning RFPs' framework,
deployed CRM-based marketing automation, and launched successful initiatives
like our 'Agency Watch' newsletter.
Operational Excellence and Profitability Focus
Perhaps our most significant operational change has been to pivot to a focus
on profitability across the organisation. We have now deployed our Staff cost
to Profit Conversion ("SPC") metric as the central KPI driving our entire
global 2026 budgeting process. All regional, local, and client leaders now
operate with clear mandates to ensure that every engagement generates
sufficient profit to support continued investment in technology and
capabilities. We have become more commercially assertive, focused on
extracting the high value that our premium work deserves. This disciplined
approach is focused on improving profit margins whilst strengthening rather
than weakening client relationships.
Transformational Technology Leadership
Our AI and proprietary technology agenda has delivered great results,
positioning Ebiquity at the forefront of industry innovation whilst generating
immediate operational benefits. We have deployed our proprietary AI
infrastructure across our global workforce with over 500 staff members (75%+
of our workforce) actively using these tools daily, creating significant
productivity gains. We have also successfully negotiated a new favourable
commercial agreement with GMP, a platform which allows us to optimise
tech-enabled delivery of certain service lines.
Beyond productivity improvements, our AI infrastructure enables cutting-edge
service delivery models including direct MCP integrations with client AI
systems, positioning us for the consulting model of the future. We are focused
on transforming our internal capabilities translate into commercial
opportunities through client-facing AI offerings including the ERA Curriculum
and Agentic AI pre-flight capabilities, both due to be launched in Q4 2025.
People and Culture
A key priority for H1 has been executing critical changes to team composition
and the organisation globally. As a result, both the leadership team and the
operating model are now stronger and well aligned around global objectives to
lead the changes from the front.
Another focus has been the Company's culture, allowing the organisation to
optimise our "Most Local Most Global" philosophy, which recognises the depth
of our deep expertise in specific local markets, united with our unique
experience and ability to service large global clients. It has been great to
see our global team unite around our shared objective of making the
trillion-dollar advertising industry more Effective and Responsible.
Enhanced Customer Experience and Commercial Momentum
Our refined positioning around Transform, Govern, and Grow has been
instrumental in achieving competitive success and commercial momentum,
particularly in Marketing Effectiveness and our integrated solutions approach,
which creates optimism for enhanced revenue growth in 2026. The clarity of our
positioning has enhanced our competitiveness in major account competitions
whilst demonstrating the integrated nature of our service capabilities.
Navigating a Challenging 2025
We announced a trading update on 23 September 2025 that challenging market
conditions in North America have persisted for longer than we had initially
anticipated. Economic uncertainty and geopolitical tensions have created
extended sales cycles, but I am pleased to report that we have already
addressed internal operational challenges through a comprehensive
restructuring in North America under new regional leadership. This includes
the appointment of Michele Harrison as Managing Director Americas in June 2025
I am confident that these internal operational improvements will position the
business for recovery when market conditions stabilise.
Following H1 2025, we completed the final settlement of contingent
consideration obligations from our historical acquisition program during Q3,
with the last payment related to Media Management LLC finalised in July. This
milestone means Ebiquity now has no further ongoing cash outflow commitments
related to past acquisitions, eliminating a significant drag on our cash
generation. With these legacy obligations behind us, we are positioned to
convert our adjusted operating profit into net debt reduction and enhanced
balance sheet flexibility. This cash flow optimisation, combined with our
operational improvements and disciplined cost management, accelerates our path
toward a stronger balance sheet and enhanced financial resilience.
Our focus has been and will continue to be on accelerating momentum with an
operationally and commercially stronger Ebiquity in 2026. We will continue to
focus on profitability and cost discipline, driving operational improvements
to support our commercial ambitions. At the same time, we will also continue
to build our proprietary infrastructure and deepen AI enablement within both
our operating models and client solutions to create meaningful competitive
advantage over legacy competitors.
Our approach balances the urgency of delivering improved financial performance
with the strategic patience necessary to build capabilities that will
differentiate us permanently in the marketplace. The tangible steps we have
taken across leadership, operations, technology, and market position are
evidence of our ability to execute complex transformational change whilst
maintaining operational stability and client satisfaction.
I want to express my gratitude to our clients for their continued trust during
this period of positive change, to our shareholders for their support
throughout our transformation journey, and most importantly to our exceptional
global team for their unwavering commitment to excellence.
Together, we are building a stronger, more focused, and more capable Ebiquity
that will deliver sustainable value for all stakeholders whilst leading the
industry towards more effective and responsible advertising practices.
Ruben Schreurs
Group Chief Executive Officer
Chief Financial Officer's Review
Summary Income statement
Adjusted results Highlighted items Statutory Results Adjusted results Highlighted items Statutory Results
H1 2025 H1 2025 H1 2025 H1 2024 H1 2024 H1 2024
£m £m £m £m £m £m
Revenue 37.9 - 37.9 37.9 - 37.9
Project-related costs (3.3) - (3.3) (3.7) - (3.7)
Staff costs (25.0) (1.3) (26.3) (25.3) (0.7) (26.0)
Other operating expenses (7.0) (8.1) (15.1) (6.5) (1.8) (8.3)
Operating profit/(loss) 2.6 (9.4) (6.8) 2.3 (2.5) (0.1)
Net finance costs (2.2) - (2.2) (0.8) - (0.8)
Profit/(loss) before tax 0.4 (9.4) (9.0) 1.5 (2.5) (0.9)
Tax (charge)/credit (1.0) (0.0) (1.0) (0.4) 0.2 (0.2)
Profit/(loss) for the period (0.6) (9.4) (10.0) 1.1 (2.3) (1.2)
Adjusted profit margin 6.8% 6.2%
Adjusted and statutory diluted earnings/(loss) per share (p) (0.40p) (7.19p) 0.81p (0.86p)
Revenue
H1 2025 revenue of £37.9 million was in line with the comparable period in
2024.
The table below shows the H1 2025 results by region:
Revenue by Region
H1 2025 H1 2024 Change
£m £m £m %
UK & Ireland 16.6 14.6 2.0 14%
Continental Europe 10.6 10.8 (0.2) (2%)
The Americas 6.9 8.2 (1.3) (16%)
APAC 3.7 4.2 (0.5) (11%)
Revenue 37.9 37.9 0.0 0%
· UK & Ireland: Revenue of £16.6m increased by 14%. year-on-year,
primarily due to strong performance in the contract compliance service line
which secured several large contracts in H1. Additional growth was seen across
Value Track, Benchmarking, and Governance services.
· Continental Europe: Revenue of £10.6m remained broadly in line with
the prior year, reflecting mixed dynamics. Downward trends in France and Spain
were offset by significant growth in Italy under new management.
· The Americas: Revenue of £6.9m fell 16% year-on-year due to client
losses and project deferrals, with the challenging economic climate adversely
impacting client decision-making.
· APAC: Revenue of £3.7m declined by 11% year-on-year, driven by
client project delays in Singapore, non-renewals in Australia and continued
challenging macro-economic issues in China.
The table below shows the H1 2025 results by service line:
Revenue by Service Line
H1 2025 H1 2024 Change
£m £m £m %
Media Performance 25.6 26.5 (0.9) (3%)
Media Management 3.9 3.9 (0.0) 0%
Marketing Effectiveness 4.5 4.8 (0.3) (6%)
Contract Compliance 4.0 2.8 1.2 43%
Revenue by service line 37.9 37.9 0.0 0%
· Media Performance: Revenue of £25.6m declined by £0.9 million (3%),
driven by £1m downside in Benchmarking in North America. Excluding North
America, Media Performance revenue grew by 4%, driven by Benchmarking and DMS
Governance.
· Media Management: Revenue of £3.9m remained in line with the prior
year. Excluding North America, revenue grew by 2%, driven by increased demand
for Media Agency Assessment services in the UK & Ireland and Europe.
· Marketing Effectiveness: Revenue of £4.5m declined by £0.3 million
(6%) as anticipated, driven by a specific client loss in 2024 - Marketing
Effectiveness revenue is typically skewed towards H2 and is on track to
achieve year on year growth.
· Contract Compliance: Group-wide revenue surged by 43% year-on-year,
with a very strong 124% increase in the UK&I. This growth is attributed to
major client wins and clients expanding their scope.
Adjusted Operating Profit
Adjusted operating profit (statutory operating profit excluding highlighted
items) rose by £0.3 million to £2.6 million (H1 2024: £2.3 million), with
the adjusted operating profit margin improving to 6.8% from 6.2% in the prior
year. This increase was largely driven by a disciplined approach to staff,
production and property costs.
Statutory Operating Loss
The statutory operating loss of £9.9 million represents a significant
increase of £8.7 million compared with £1.2 million in H1 2024. This was
primarily driven by a goodwill impairment charge of £8.3 million recognised
in respect of North America which reduced the associated goodwill to £nil.
Highlighted items
Highlighted items comprise charges and credits which are highlighted in the
income statement, where separate disclosure is considered appropriate in
understanding the underlying performance of the business. These are used for
the calculation of certain alternative performance measures.
Highlighted items after tax in H1 2025 totalled a charge of £9.4 million
compared with £2.3 million in H1 2024, and include the following:
H1 2025 H1 2024
£m £m
Share option (credit)/charge 0.1 0.2
Amortisation and Impairment 9.4 1.6
Severance and reorganisation costs 1.4 0.7
Onerous lease provision / Dilapidations provision 0.1 (0.1)
Post-acquisition credits and charges (1.8) (0.6)
Acquisition and refinancing costs 0.2 0.7
Subtotal before tax 9.4 2.5
Tax (credit)/charge on highlighted items - (0.2)
Total 9.4 2.3
Share Option Charge:
· The share option £0.1million charge (H1 2024: £0.2million) charge
reflects the expense for the period arising from the fair value of share
options granted, recognised over the vesting period.
Amortisation and Impairment:
· The Group recognised a goodwill impairment charge of £8.3million in
respect of the North America regional CGU (H1 2024: £nil). An impairment of
£0.1million was also recognised for R&D Intangibles, whereby a piece of
external development was brought in-house.
· The amortisation charge for purchased intangible assets decreased in
the period to £1million (H1 2024: £1.6million) due to the MMi and MediaPath
Network customer relationship assets becoming fully amortised in the period.
These assets include customer relationships of acquired entities, owned
software (MMi's Circle Audit system) and MediaPath's GMP licence asset.
Severance and reorganisation costs:
· Severance and reorganisation costs amounted to £1.3million (H1 2024:
£nil), driven by the departure of a member of the executive leadership team,
and a divisional reorganisation.
Onerous lease provision / Dilapidations provision:
· An onerous lease provision of £0.1 million (H1 2024: £nil) was
recognised to reflect the closure of the St. Louis office in North America.
Post-acquisition credits and charges:
· A £1.8 million credit has been recognised (H1 2024: credit of £0.6
million) following adjustments to calculated contingent consideration payable
in respect of historical acquisitions.
Acquisition and refinancing costs:
· The Group amended the loan facility in March 2025, incurring costs of
£0.2 million. Of this amount, £0.1 million was a non-cash item being the
write-off of the previous facility arrangement fee.
Net Debt and Cash Management
The Group has continued to demonstrate strong cash management in H1 2025,
improving net debt from £15.6 million at 31 December 2024 to £15.0 million
at 30 June 2025. This has been driven by a strong focus on working capital
management together with the phasing of tax payments. Net Debt excludes
restricted cash from the Russian operation which amounted to £1.1 million at
30 June 2025 (30 June 2024: £0.9 million).
H1 2025 H1 2024 H2 2024
£m £m £m
Loans and borrowings (24.0) (22.0) (24.0)
Prepaid loan fees 0.1 0.1 0.1
Less: Cash and cash equivalents 9.9 6.6 9.1
Net Debt (14.0) (15.3) (14.8)
Restricted cash - Russia 1.1 0.9 0.8
Net debt (excluding restricted cash) (15.0) (16.2) (15.6)
Finance costs
Net finance costs were £2.2 million at H1 2025, up from £0.8 million
compared to H1 2024. The Group's interest expense of £1.1 million remained
consistent with prior year, however, foreign exchange movements on
inter-company positions were unfavourable resulting in a charge of £1.2
million (H1 2024: gain of £0.2 million). This was predominantly driven by the
GBP strengthening against the USD, and slightly weakening against the EUR.
Taxation
The H1 2025 adjusted effective tax rate of 219% (compared to 30.7% at 31
December 2024) reflects a significant increase. This is primarily driven by
the revision in the future profitability forecasts in the US, leading to the
release of the deferred tax asset of £0.9 million. The statutory tax charge
of £1.0 million (H1 2024: £0.2 million) also includes a net credit on
highlighted items, offset by restrictions on interest expense deductibility in
certain jurisdictions.
Earnings per share
Adjusted basic earnings per share decreased from 0.84p at 30 June 2024 to a
loss of 0.40p at 30 June 2025. Additionally, adjusted diluted earnings per
share decreased from 0.81p in the prior period to a loss of 0.40p. There was a
statutory loss per share of 7.19p (2024: loss per share of 0.86p).
Dividend
No dividend has been declared for the six months ended 30 June 2025 (2024:
£nil).
Statement of financial position and net assets
A non-statutory summary of the Group's balance sheet at 30 June 2025 and 31
December 2024 is set out below.
H1 2025 FY 2024
£m £m
Goodwill and intangibles assets 31.8 41.4
Right-of-use assets 2.5 2.8
Other non-current assets 1.8 2.9
Net working capital 9.9 10.6
Lease liabilities (3.2) (3.5)
Contingent consideration (0.8) (2.7)
Other non-current liabilities (0.6) (0.9)
Net bank debt (14.0) (14.8)
Net Assets 27.4 35.8
Net assets at 30 June 2025 were £27.4 million, down £8.4 million from
£35.8m at 31 December 2024. This was primarily driven by the £8.3 million
goodwill impairment charge recognised in respect of the North America regional
CGU. The reduction of the provision for contingent consideration payable was
offset by the amortisation of intangible assets.
Working capital
Working capital decreased to £9.9 million, from £10.6 million at 31 December
2024, reflecting lower net trade debtors partly offset by higher accrued
income, which typically increases at interim periods due to project billing
patterns.
Adjusted cash conversion
H1 2025 H1 2024
£m £m
Cash generated from operations 3.9 1.0
Add back:
Highlighted items: Cash items 0.7 1.6
Adjusted cash from operations 4.6 2.6
Adjusted operating profit/(loss) 2.6 2.3
Cash flow conversion ratio (as % of adjusted operating profit) 177% 111%
Adjusted cash from operations represents the cash flows from operations
excluding the impact of highlighted items. The adjusted net cash inflow from
operations in the 6-month period was £4.6 million (H1 2024: £2.6 million),
which represents an adjusted cash conversion ratio of 177% of adjusted
operating profit.
Equity
During the six months to 30 June 2025, the number of ordinary shares in issue
increased by 0.2 million (H1 2024: 0.1 million increase) to 140.6 million (31
December 2024: 140.4 million). The issuance of ordinary shares related solely
to the exercise of employee share options.
Banking Facilities and Indebtedness
In March 2025 the Group completed an amendment to its credit facility with
Barclays and NatWest. The facility totals £35 million with no amortisation
through to maturity in April 2027. Please refer to disclosure 9 for further
details.
The facility bears variable interest at the SONIA rate plus a margin ranging
from 2.75 to 3.35 depending on the Group's net debt to EBITDA ratio.
In July 2025 the Group settled the contingent consideration payable in respect
of the acquisition of Media Management LLC via both cash settlement and
issuance of ordinary shares. Details are provided in disclosure 14.
Kayte Herrity
Chief Financial Officer
Alternative Performance Measures
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 Excludes highlighted items
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.
Earnings per share Excludes highlighted items Note 4
Adjusted earnings per share Adjusted earnings per share is reconciled to statutory earnings per share in
note 4. 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.
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
Adjusted cash generated from operations 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.
This is an important Group performance measure and allows for the consistent
comparison of year-on-year performance.
Adjusted operating cash flow conversion Operating cash flow conversion Cash movements relating to highlighted items excluded. Adjusted operating cash flow conversion is the ratio of the adjusted cash A6
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
H1 2025 H1 2024
£'m £'m
Revenue 37.9 37.9
Project related costs (3.3) (3.7)
Net revenue 34.6 34.2
A2: Reconciliation of adjusted operating profit
H1 2025 H1 2024
£'m £'m
Adjusted operating profit 2.6 2.3
Highlighted items (note 3) (9.4) (2.5)
Operating (loss)/profit (6.8) (0.1)
A3: Reconciliation of operating profit margin
H1 2025 H1 2024
£'m £'m
Revenue 37.9 37.9
Adjusted operating profit A2 2.6 2.3
Adjusted operating profit margin 6.8% 6.2%
Operating (loss)/profit A2 (6.8) (0.1)
Operating profit margin (17.9%) (0.3%)
A4: Reconciliation of adjusted profit before taxation and adjusted profit
after taxation
H1 2025 H1 2024
£'m £'m
Adjusted profit before taxation from continuing operations 0.4 1.5
Highlighted items (note 3) (9.4) (2.5)
Loss before taxation from continuing operations (9.0) (0.9)
Breakdown of taxation (charge)/credit - continuing operations
Before highlighted items (1.0) (0.4)
Highlighted items (note 3) - 0.2
Taxation charge (1.0) (0.2)
Adjusted (loss)/profit after tax (0.6) 1.1
Highlighted items (note 3) (9.4) (2.3)
Loss after tax (10.0) (1.2)
A5: Reconciliation of net debt
H1 2025 H1 2024
£'m £'m
Loans and borrowings (24.0) (22.0)
Prepaid loan fees 0.1 0.1
Less: Cash and cash equivalents 9.9 6.6
Net Debt (14.0) (15.3)
Restricted cash - Ebiquity Russia OOO 1.1 0.9
Net debt excluding restricted cash (15.0) (16.2)
A6: Reconciliation of adjusted cashflow from operations
H1 2025 H1 2024
£'m £'m
Cash generated from operations 3.9 1.0
Eliminating cash movements for highlighted items:
Severance and reorganisation costs 0.6 -
Transformation costs - 0.6
Share option charges - 0.1
Acquisition related costs 0.1 0.7
Taxation - 0.3
Adjusted cash generated from operations 4.6 2.6
Adjusted operating profit 2.6 2.3
Adjusted operating cash flow conversion (%) 177% 111%
Interim Consolidated Income Statement
for the six months ended 30 June 2025
Unaudited 6 months ended Unaudited 6 months ended
30 June 2025 30 June 2024
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 37,898 - 37,898 37,854 - 37,854
Project-related costs (3,287) - (3,287) (3,687) - (3,687)
Net revenue 34,611 - 34,611 34,167 - 34,167
Staff costs (25,040) (1,306) (26,346) (25,329) (682) (26,011)
Impairment of goodwill and intangibles - (8,429) (8,429) - - -
Other operating expenses (6,984) 358 (6,626) (6,497) (1,788) (8,285)
Operating profit/(loss) 2,587 (9,377) (6,790) 2,341 (2,470) (129)
Finance income 72 - 72 47 - 47
Finance expenses (1,058) - (1,058) (1,057) - (1,057)
Foreign exchange (1,193) - (1,193) 196 - 196
Net finance costs (2,179) - (2,179) (814) - (814)
Profit/(loss) before taxation 408 (9,377) (8,969) 1,527 (2,470) (943)
Taxation (charge)/credit (968) (7) (975) (379) 152 (227)
Profit/(loss) for the period (560) (9,384) (9,944)
1,148 (2,318) (1,170)
Attributable to:
Equity holders of the parent (556) (9,384) (9,940) 1,149 (2,318) (1,169)
Non-controlling interests (4) - (4) (1) - (1)
(560) (9,384) (9,944) 1,148 (2,318) (1,170)
Earnings/(loss) per share-continuing operations
Basic 4 (0.40)p (7.19)p 0.84p (0.86)p
Diluted 4 (0.40)p (7.19)p 0.81p (0.86)p
Interim Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2025
Unaudited
6months ended 30 June 2024
£'000
Unaudited
6months ended 30 June 2025
£'000
Loss for the period (9,944) (1,170)
Other comprehensive income / (expense):
Items that may be reclassified subsequently to profit or loss statement:
Revaluations of financial instruments (51) -
Exchange differences on translation of overseas subsidiaries 1,513 (635)
Total other comprehensive income / (expense) for the period 1,462 (635)
Total comprehensive expense for the period (8,482) (1,805)
Attributable to:
Equity holders of the parent (8,478) (1,804)
Non-controlling interests (4) (1)
(8,482) (1,805)
Interim Consolidated Statement of Financial Position
as at 30 June
2025
Unaudited Unaudited Audited
as at 30 as at 30 as at 31 December
June June 2024
2025 2024
Note £'000 £'000 £'000
Non-current assets
Goodwill 5 27,052 39,558 35,301
Other intangible assets 6 4,737 7,678 6,119
Property, plant and equipment 979 919 1,058
Right-of use-assets 2,467 3,346 2,775
Lease receivables - 170 171
Deferred tax asset 833 1,825 1,656
Total non-current assets 36,068 53,496 47,081
Current assets
Trade and other receivables 26,855 28,573 29,840
Lease receivables 160 201 104
Corporation tax asset 521 1,077 633
Cash and cash equivalents 7 9,950 6,565 9,143
Total current assets 37,486 36,416 39,720
Total assets 73,554 89,912 86,801
Current liabilities
Trade and other payables (5,397) (6,182) (6,939)
Accruals and contract liabilities 8 (11,054) (11,259) (11,282)
Financial liabilities (855) - (2,767)
Current tax liabilities (1,090) (1,365) (1,682)
Provisions - (322) -
Lease liabilities (1,135) (1,138) (1,010)
Total current liabilities (19,531) (20,276) (23,680)
Non-current liabilities
Financial liabilities 9 (23,966) (25,291) (23,947)
Provisions (260) (241) (244)
Lease liabilities (2,087) (2,938) (2,521)
Deferred tax liability (272) (1,207) (616)
Total non-current liabilities (26,585) (29,677) (27,327)
Total liabilities (46,116) (49,953) (51,007)
Total net assets 27,438 39,959 35,794
Equity
Ordinary shares 12 35,144 35,122 35,143
Share premium 15,552 15,552 15,552
Other reserves 3,920 3,439 2,459
Accumulated losses (27,548) (14,506) (17,734)
Equity attributable to the owners of the parent 27,068 39,607 35,420
Non-controlling interests 370 352 374
Total equity 27,438 39,959 35,794
Interim Consolidated Statement of Changes in Equity
for the six months ended 30 June 2025
Non-controlling interests
Ordinary shares Share premium Other reserves Accumulated Losses Total
Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
31 December 2023 35,103 15,552 4,074 (13,420) 41,309 353 41,662
Loss for the period - - - (1,169) (1,169) (1) (1,170)
Other comprehensive expense
- - (635) - (635) - (635)
Total comprehensive expense for the period - - (635) (1,169) (1,804) (1) (1,805)
Share options charge 19 - - 83 102 - 102
30 June 2024 (unaudited) 35,122 15,552 3,439 (14,506) 39,607 352 39,959
(Loss)/profit for the period - - - (2,474) (2,474) 22 (2,451)
Other comprehensive expense (1,182) - (1,182) - (1,182)
- -
Total comprehensive income/(expense) for the period - - (1,182) (2,474) (3,656) 22 (3,633)
Shares issued for cash 40 - - (32) 8 - 8
Share options charge (19) - - (520) (539) - (539)
Share options exercised and issued out of EBT - - 201 (201) - - -
31 December 2024 35,143 15,552 2,458 (17,734) 35,420 374 35,794
Loss for the period - - - (9,940) (9,940) (4) (9,944)
Other comprehensive income - - 1,462 - 1,462 - 1,462
Total comprehensive income/(expense) for the period - - 1,462 (9,940) (8,478) (4) (8,482)
Shares options exercised 1 - - (1) - - -
Share options charge - - - 126 126 - 126
30 June 2025 (unaudited) 35,144 15,552 3,920 (27,548) 27,068 370 27,438
Interim Consolidated Cash Flow Statement
for the six months ended 30 June 2025
Unaudited Unaudited Audited
6 months 6 months Year ended
ended ended 31
30 June 30 June December
2025 2024 2024
Note £'000s £'000s £'000
Cash flows from operating activities
Cash generated by operations 11 3,902 988 5,484
Finance expenses paid (968) (1,023) (1,955)
Finance income received 63 28 104
Income taxes paid (795) (1,212) (1,905)
Net cash from operating activities 2,202 (1,219) 1,728
Cash flows from investing activities
Purchase of property, plant and equipment (116) (297) (796)
Purchase of intangible assets (671) (544) (1,201)
Net cash flow from investing activities (787) (841) (1,997)
Cash flows from financing activities
Proceeds from issue of share capital (net of issue costs) - 4 6
Proceeds from bank borrowings - - 2,000
Bank loan fees paid (110) (150) (150)
Payments of lease liabilities (610) (1,195) (1,811)
Payment of dilapidations provision - - (336)
Net cash flow from financing activities (720) (1,341) (291)
Net increase/(decrease) in cash, cash equivalents and bank overdrafts 694 (3,401) (560)
Cash, cash equivalents and bank overdrafts at beginning of period 9,143 10,016 10,016
Effect of exchange rate changes on cash and cash equivalents 112 (50) (314)
Cash, cash equivalents and bank 7 9,950 6,565 9,143
overdrafts at end of period
Notes to the interim financial statements for the six months ended 30 June
2025
1. Accounting Policies
Basis of preparation
The condensed consolidated interim financial statements for the six months
ended 30 June 2025 have been prepared in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'. These
interim financial statements should be read in conjunction with the Group's
Annual Report and Accounts for the year ended 31 December 2024, which 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.
The condensed consolidated interim financial statements have been prepared on
a going concern basis. Whilst the Group has incurred a statutory loss for the
6 months to 30 June 2025, the Group continued to have sufficient headroom on
all its covenants and projects that this will continue for the foreseeable
future. The Group meets its day-to-day working capital requirements through
its cash reserves and borrowings, described in notes 7 and 9. At 30 June 2025,
the Group had cash balances of £9,950,000, (including restricted cash of
£1,084,000) and undrawn bank facilities available of £11,000,000.
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 to 31 December 2026 that includes a
base case and scenarios to form a severe but plausible downside scenarios.
The base case has considered the impact of severe but plausible changes in
revenue and EBITDA based on the Group's reforecast for the year ended 31
December 2025 and management projections for the year ended 31 December
2026. The severe downside scenarios assume downside adjustments to revenue
ranging from 2% to 6% and cost savings ranging from 0% to 4% during the year
ended 31 December 2026. Under each scenario, management is satisfied of
covenant compliance throughout the going concern period. In these scenarios
the projected net leverage covenant is almost at the level of the covenant
test in Q3 of FY2026, however the Group could take additional tactical
mitigations which have not been assumed in these scenarios and 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, to meet its obligations during the
next 12 months and hence consider it appropriate to prepare the condensed
consolidated interim financial statements on a going concern basis.
Russian operation
Following the Russian invasion of Ukraine, the Group reviewed the future of
its investment in its subsidiary in Russia (Ebiquity Russia OOO) and has been
in negotiations with a view to divesting its 75.01% shareholding in it. Any
such disposal requires the prior approval of the Russian authorities and the
payment of an exit tax. While an application for approval has been submitted,
approval has not yet been received and, as at the date of these financial
statements, there is no clear indication of the timeline for approval.
Ebiquity Russia OOO remains part of the Group for these financial statements
and, given the uncertainty regarding the Group's continued investment, the
assets were first impaired in FY2022 and then fully impaired in the Group
balance sheet for the year ended 31 December 2023. The cash balances held by
Ebiquity Russia OOO are deemed to be restricted cash, see note 7.
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. Details of the APMs and their
calculations are set in the relevant section above.
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, Russia and the Nordic region
• The Americas - consisting of operations in the United States of
America, Canada and Latin America
• 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-makers assesses 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 M&A-related costs. 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 and other finance costs 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 table below shows Served Revenue for the four reportable segments. Served
Revenue comprises external revenue billed directly by each reporting segment,
plus revenue that the segment sells but does not bill, and less the revenue
that the region bills but does not sell.
Served revenue (unaudited) Change
H1 2025 £'000 H1 2024 £'000 £'000 %
UK & Ireland 16,603 14,578 2,025 14%
Continental Europe 10,646 10,835 (189) (2%)
The Americas 6,908 8,246 (1,338) (16%)
APAC 3,741 4,194 (452) (11%)
Served revenue 37,898 37,854 45 0%
The table below represents revenue by Service Line:
Revenue by Service Line (unaudited) Change
H1 2025 £'000 H1 2024 £'000 £'000 %
Media Performance 25,573 26,457 (833) (3%)
Media Management 3,851 3,851 - 0%
Contract Compliance 3,982 2,792 1,190 43%
Marketing Effectiveness 4,492 4,755 (263) (6%)
Total revenue by service line 37,898 37,854 45 0%
No single customer (or group of related customers) contributes 10% or more of
revenue.
The table below represents adjusted operating profit by reportable segment:
Adjusted Operating Profit (unaudited) Adjusted Operating profit margin (unaudited)
H1 2025 H1 2024 H1 2025 H1 2024
£'000m £'000m % %
UK & Ireland 4,684 1,340 28% 9%
Continental Europe 1,915 2,027 18% 19%
The Americas 643 1,075 9% 13%
APAC 149 641 4% 15%
Unallocated (4,804) (2,742) - -
Adjusted profit - Total 2,587 2,340 7% 6%
A reconciliation of segment adjusted operating profit to total loss before tax
is provided below:
Unaudited Unaudited
H1 2025 H1 2024
£'000 £'000
Reportable segment adjusted operating profit 7,391 5,083
Unallocated (costs)/income(1):
Staff costs (2) (1,887) (1,173)
Property and IT costs (1,332) (503)
Exchange rate movements (37) (26)
Other administrative expenses (1,557) (1,040)
Adjusted operating profit 2,587 2,341
Highlighted items (note 3) (9,377) (2,470)
Operating profit/(loss) (6,790) (129)
Net finance costs (2,179) (814)
Loss before tax - Total (8,969) (943)
( )
1. Unallocated (costs)/income comprise central costs that are not
considered attributable to the segments.
These are head office staff costs.
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 see the Alternative Performance
Measures section above. Cash items are defined as items for which a cash
transaction has occurred in the period. All other items are defined as
non-cash.
Unaudited Unaudited
H1 2025 H1 2024
£'000 £'000
Share option charge 143 182
Amortisation of purchased intangibles 966 1,603
Impairment of goodwill and intangible assets 8,429 -
Severance and reorganisation costs 1,306 -
Dilapidations provision / Onerous lease provision movement 146 (114)
Revaluation of contingent consideration (1,828) (596)
Acquisition and refinancing costs 215 713
Transformation costs - 682
Total highlighted items before tax 9,377 2,470
Taxation (credit) 7 (152)
Total highlighted items 9,384 2,318
The share option charge reflects the expense for the period arising from the
fair value of share options granted, recognised over the vesting period. For
the period ended 30 June 2025, a charge of £143,000 (30 June 2024: £182,000)
was recorded.
The amortisation charge for purchased intangible assets decreased in the
period to £966,000 (30 June 2024: £1,603,000) due to the MMi and MediaPath
Network customer relationship assets becoming fully amortised in the period.
These assets include customer relationships of acquired entities, owned
software (MMi's Circle Audit system) and MediaPath's GMP licence asset.
The Group recognised a goodwill impairment charge of £8,349,000 in respect of
the North America regional CGU in the 6 months to 30 June 2025 (30 June 2024:
£nil). Please refer to note 5 for further details. An impairment of £80,000
was also recognised for R&D Intangibles, whereby a piece of external
development was brought in-house.
Severance and reorganisation costs amounted to £1,306,000 for the 30 June
2025 period (30 June 2024: £nil), driven by the departure of a member of the
executive leadership team, and a divisional reorganisation.
An onerous lease provision of £146,000 was recognised in the 6 months to 30
June 2025 (H1 2024: £nil) to reflect the closure of the St. Louis office in
North America.
The contingent consideration revaluation credit of £1,828,000 (30 June 2024:
£596,000) represents the adjustments to calculated contingent consideration
payable in respect of historical acquisitions. The revaluation is based on the
final settlement of this consideration in H2 2025.
Acquisition and refinancing costs of £215,000 (30 June 2024: £713,000)
relate entirely to the costs associated with refinancing the loan facility in
March 2025.
4. Earnings per share
The calculation of basic and diluted earnings per share is based on the
following data:
Unaudited H1 2025 Unaudited
H1 2024
£'000 £'000
Earnings for the purpose of basic earnings per share, being net (loss)/profit (9,940)
attributable to equity holders of the parent
(1,169)
Adjustments:
Impact of highlighted items (net of tax) (1) 9,384 2,318
Earnings for the purpose of adjusted earnings per share (555)
1,149
Number of shares:
The weighted average number of shares during the period
- basic 138,312,316 136,545,726
- dilutive effect of share options 1,812,662 4,553,276
- diluted 140,124,978 141,099,002
Basic (loss)/earnings per share (7.19) (0.86)
Diluted (loss)/earnings per share (7.19) (0.86)
Adjusted basic earnings/(loss) per share (0.40) 0.84
Adjusted diluted earnings/(loss) per share (2) (0.40) 0.81
( )
(1) Highlighted items (see note 3), stated net of their total tax and
non-controlling interest impact.
2 Adjusted means before highlighted items.
5. Goodwill
£'000
Cost
At 1 January 2025 49,817
Foreign exchange differences (659)
At 30 June 2025 49,158
Accumulated impairment
At 1 January 2025 (14,517)
Impairment charge (8,349)
Foreign exchange differences 760
At 30 June 2025 (22,106)
Net book value
At 30 June 2025 27,052
At 31 December 2024 35,301
Impairment trigger
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. For the full year 2024 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
were aggregated into 4 regional CGUs: North America, United Kingdom, Europe,
and APAC.
Management considered internal and external sources of information to
determine if there were potential indicators of impairment for each of the
regional CGUs at 30 June 2025. North America had a challenging H1 2025 due to
difficult market conditions, resulting in revenue falling 16% year-on-year.
Europe and APAC H1 2025 revenue was down slightly against forecast, and where
both regions had been impaired at 31 December 2024, management deemed it
appropriate to run the full impairment assessment H1 2025. There were no such
indicators of impairment for the United Kingdom CGU, with the region
increasing revenue year-on-year by 14% and outperforming forecasted OP. As
such, the full assessment was not completed for the United Kingdom CGU.
Impairment assessment
The impairment test involves comparing the carrying value of the regional CGU
to which the goodwill has been allocated to the recoverable amount. The
recoverable amount of all regional 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. As at 30 June 2025 the Group recognised
an impairment charge of £8,349,000 in respect of the North America regional
CGU. After the goodwill impairment charge, the goodwill associated with this
CGU was reduced to nil.
The Group's remaining carrying value of goodwill by regional CGU at 30 June
2025 was as follows:
30 June 31 December
2025 2024
Regional CGU £'000 £'000
North America - 8,349
United Kingdom 11,517 11,500
Europe 13,945 13,801
APAC 1,590 1,652
Total 27,052 35,301
Value in use calculations
The key assumptions used in management's value in use calculations are
budgeted operating profit, pre‑tax discount rates and long-term growth
rates.
Budgeted operating profit assumptions
To calculate future expected cash flows, management has taken the earnings
before interest, tax, depreciation and amortisation ('EBITDA') for each of the
Regional CGUs for the 2025 financial year as per the 2025 forecast. For the
2026 and 2027 financial periods, the forecast EBITDA is based on management's
plans and market expectations. The projected 2027 balances are subsequently
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 three-year pre-tax cash flow forecasts
have been discounted at the following rates:
Country Adjusted pre-tax WACC
US 13.69%
UK 15.18%
France 14.26%
Spain 15.69%
Portugal 15.07%
Germany 15.00%
Italy 16.82%
Australia 14.06%
Sweden 12.80%
China 14.10%
UAE 14.41%
India 15.32%
Netherlands 15.24%
Growth rate assumptions
For cash flows beyond the three-year period, a growth rate of 2.0% (2024:
2.0%) has been assumed for all regional 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 a number of key assumptions. As such, management have run a number of
scenarios to determine the impact of changes in assumptions to the WACC rates,
and revenue and cost growth rates. Below for Europe and APAC we have disclosed
the resulting headroom from reasonably possible sensitivity scenarios:
Sensitivity scenario 1: 2% revenue reduction in 2026 with no cost savings
achieved.
Sensitivity scenario 2: 4% revenue reduction in 2026 with 2% cost savings
achieved.
Sensitivity scenario 3: 6% revenue reduction in 2026 with 4% cost savings
achieved.
Sensitivity scenario 4: Illustration of the percentage movement in WACC rate
required to eliminate headroom.
Headroom / (Indicative impairment)
Scenario 1 Scenario 2 Scenario 3 Scenario 4
Regional CGU £'000 £'000 £'000 %
Europe 1,207 938 668 47%
APAC 2,170 2,102 2,034 163%
6. Other intangible assets
Capitalised Computer software Purchased Total
development intangible intangible assets
costs assets (1)
£'000s £'000s £'000s £'000s
Cost
At 1 January 2025 12,690 2,537 26,403 41,631
Additions 638 1 - 638
Impairment (90) - - (90)
Disposals - (1) - (1)
Foreign exchange (1) 12 (163) (153)
At 30 June 2025 13,236 2,550 26,239 42,025
Amortisation
At 1 January 2025 (9,253) (2,501) (23,757) (35,511)
Charge for the period (2) (964) (11) (966) (1,941)
Impairment 10 - - 10
Disposals - 1 - 1
Foreign exchange 1 (12) 164 154
At 30 June 2025 (10,206) (2,524) (24,559) (37,287)
Net book value
At 30 June 2025 3,030 26 1,681 4,737
At 31 December 2024 3,437 36 2,646 6,119
( )
(1) Purchased intangible assets are comprised of the GMP licence asset and
customer relationships, with a typical useful life of 3 to 10 years.
(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, refer to note 3.
7. Cash, cash equivalents, bank overdrafts and restricted cash
Cash, cash equivalents, and bank overdrafts include the following for the
purposes of the cash flow statement:
30 June 30 June 31 December
2025 2024 2024
£'000 £'000 £'000
Cash and cash equivalents 8,866 5,624 8,327
Restricted cash (1) 1,084 941 816
Cash, cash equivalents and bank overdrafts 9,950 6,565 9,143
(1) Cash and cash equivalents of £1,084,000 (31 December 2024 - £816,000)
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. This balance has been translated at the spot rate at 30 June
2025 of £1: RUB107.61 (30 June 2024 £1: RUB110.47, 31 December 2024 £1:
RUB135.31)
8. Accruals and Contract liabilities
30 June 30 June 31 December
2025 2024 2024
£'000 £'000 £'000
Accruals 4,921 4,944 4,027
Contract liabilities (1) 6,133 6,315 7,255
Accruals and Contract liabilities 11,054 11,259 11,282
(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 contracts.
9. Financial liabilities
30 June 2025 30 June 31 December
2024 2024
£'000 £'000 £'000
Current
Contingent consideration (1) 798 - 2,712
Other financing arrangement (2) 57 - 55
855 - 2,767
Non-Current
Bank borrowings 24,000 22,000 24,000
Loan Fees (3) (96) (137) (112)
Contingent consideration (1) - 3,428 -
Other financing arrangement (2) 62 - 59
23,966 25,291 23,947
Total financial liabilities 24,821 25,291 26,714
((1 ))Contingent consideration relates to historical acquisitions and have
subsequently been settled.
((2 ))Financing arrangement for IT software licence.
( )
Bank Contingent Consideration Other financing arrangement
borrowings
Total
£'000 £'000 £'000 £'000
At 1 January 2025 23,888 2,712 114 26,714
Unwinding of discount - - 6 6
Charged to income statement 16 - - 16
Change in estimate - (1,828) - (1,828)
Foreign exchange recognised in the translation reserve - (86) - (86)
At 30 June 2025 23,904 798 119 24,821
All bank borrowings are held jointly with Barclays and NatWest. During the
period the facility has been amended under an agreement dated 31 March 2025.
The revised facility is for £35.0 million and matures in 24 April 2027. There
are no annual reductions in the facility. £24.0 million had been drawn as
at 30 June 2025 (31 December 2024: £24.0 million). The drawings are
repayable on the maturity of the facility.
The facility may be used for deferred consideration payments on past
acquisitions, to fund future potential acquisitions, and for general working
capital requirements. The quarterly covenants applied from March 2025 onwards
are as follows: interest cover >3.0; and a net leverage covenant which
ranges from 2.6x to 4.3x for the 2025 and 2026 financial years and is fixed at
2.5 from 1 January 2027.
Loan arrangement fees accrued in the period of £110,000 (31 December 2024:
£150,000) are offset against the term loan and are being amortised over the
period of the loan.
The facility bears variable interest at the SONIA rate plus a margin ranging
from 2.75% to 3.35%, depending on the Group's net leverage (including
contingent consideration) 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, by giving five business days' notice.
All amounts owing to the bank are guaranteed by way of fixed and floating
charges over the current and future assets of the Group. As such, a composite
guarantee has been given by all significant subsidiary companies in the UK,
Ireland, USA, Australia, Germany, Denmark and Sweden.
10. Dividends
No dividend was declared or paid for the six months ended 30 June 2025 (30
June 2024: £nil).
11. Cash generated from operations
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 June 30 June 31
2025 2024 December
2024
£'000 £'000 £'000
(Loss)/profit before taxation (8,969) (943) (2,304)
Adjustments for:
Depreciation 723 900 1,810
Impairment of right of use assets - - (42)
Amortisation (note 6) 1,941 2,436 5,001
Loan fees written off 100 100 100
Loss on disposal 1 - 3
Unrealised foreign exchange gain 1,186 11 8
Impairment of goodwill & Intangibles 8,429 - 4,000
Onerous lease provision (released)/booked 146 - (114)
Share option charges 126 98 (437)
Finance income (72) (47) (137)
Finance expenses 1,057 1,057 2,145
Contingent consideration revaluations (1,828) (601) (1,378)
2,839 3,011 8,654
Decrease in trade and other receivables 2,908 527 (1,201)
Decrease in trade and other payables (including accruals and contract (1,869) (2,131)
liabilities)
(2,592)
Movement in provisions 24 42 162
Cash generated from operations 3,902 988 5,484
12. Share Capital
Nominal
Number value
of shares £'000
Allotted, called up, and fully paid
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
Share options exercised 5,000 1
At 30 June 2025 - ordinary shares of 25p 140,577,122 35,144
As at 30 June 2025, the Company's issued share capital consisted of
140,577,122 Ordinary Shares (30 June 2024: 140,487,122), carrying one vote
each. The Company's Employee Benefit Trust holds 2,262,845 issued ordinary
shares (30 June 2024: 3,879,703) to satisfy awards under the Company's share
option scheme and the trustee has agreed not to vote the ordinary shares held
by it. As such, 2,262,845 Ordinary Shares (30 June 2024: 3,879,703) are
treated as not carrying voting rights. Therefore, the total voting rights in
the Company as at that date were 138,314,277 (30 June 2024: 136,602,419).
13. Related party transactions
The Group has a related party relationship with its subsidiaries 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.
Transactions with companies related to key management personnel
There were no such transactions with companies related to key management
personnel in the period to 30 June 2025.
In the comparative 30 June 2024 period, the Group entered into trading
transactions with GMP Systems AB, incurring development fees of £143,000,
which were capitalised to Research and Development intangibles assets. The
Group also incurred subscription fees for GMP 365, which were expensed to the
profit and loss account, to the amount of £679,000. GMP Systems AB became a
related party by satisfying the close member of family test. GMP Systems AB
ceased to be a related party in July 2024, following the exit of the Group's
Chief Delivery Officer, Susanne Elias.
14. Events after the reporting period
On 29 July 2025 the Company issued 679,158 ordinary shares of 25p each in
discharge of the 20% of the final contingent consideration payable in ordinary
shares in connection with the acquisition of the entire issued share capital
of Media Management, LLC pursuant to the terms of a securities purchase
agreement entered into on 29 March 2022. Also on 29 July 2025, the remaining
80% of the contingent consideration was settled in cash.
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