REG - Mission Marketing - Half-year Report <Origin Href="QuoteRef">TMMG.L</Origin> - Part 2

MissionAnnouncement

21/09/2017 07:01

- Part 2: For the preceding part double click  ID:nRSU3558Ra 

                                    14,375        13,125        12,375            
 Adjustment to amortised cost                                                         (72)          (133)         (102)             
                                                                                      14,303        12,992        12,273            
 Less: Amount due for settlement within 12  months (shown under current liabilities)  (2,500)       (1,750)       (2,250)           
 Amount due for settlement after 12 months                                            11,803        11,242        10,023            
 
 
11.  Acquisitions 
 
11.1 Acquisition Obligations 
 
The terms of an acquisition may provide that the value of the purchase
consideration, which may be payable in cash or shares or other securities at a
future date, depends on uncertain future events such as the future performance
of the acquired company. The Directors estimate that the liability for
payments that may be due is as follows: 
 
   Cash£'000  Shares£'000  Total£'000  
 
 
 30 June 2017Less than one year               1,735  -    1,735  
 Between one and two years                    1,815  56   1,871  
 In more than two but less than three years   560    -    560    
 In more than three but less than four years  2,146  113  2,259  
                                              6,256  169  6,425  
 
 
A reconciliation of acquisition obligations during the period is as follows: 
 
                                          Cash£'000  Shares£'000  Total£'000  
                                                                              
 At 31 December 2016                      4,659      -            4,659       
 New obligations created in the period    5,121      288          5,409       
 Obligations settled in the period        (3,564)    (119)        (3,683)     
 Adjustments to estimates of obligations  40         -            40          
 At 30 June 2017                          6,256      169          6,425       
                                                                                
 
 
11.2 Acquisition of RJW & Partners Ltd 
 
On 26 April 2017, the Group acquired the entire issued share capital of RJW &
Partners Ltd ("RJW"), a pricing and market access consultancy operating in the
healthcare sector. The fair value of the consideration given for the
acquisition was £5,409,000, comprising initial cash and share consideration
and deferred contingent cash and share consideration. Costs relating to the
acquisition amounted to £68,000 and were expensed. 
 
Maximum contingent consideration of £4,250,000 is dependent on RJW achieving a
profit target over the period 1 January 2017 to 31 December 2020. The Group
has provided for contingent consideration of £3,380,000 to date. 
 
The fair value of the net identifiable assets acquired was £696,000 resulting
in goodwill and other intangible assets of £4,713,000. Goodwill arises on
consolidation and is not tax-deductible. Management carried out a review to
assess whether any other intangible assets were acquired as part of the
transaction. Management concluded that both a brand name and customer
relationships were acquired and attributed a value to each of these by
applying commonly accepted valuation methodologies. The goodwill arising on
the acquisition is attributable to the anticipated profitability of the
Company. 
 
                                              Book value  Fair value adjustments  Fair value  
                                              £'000       £'000                   £'000       
 Net assets acquired:                                                                         
 Fixed assets                                 2           -                       2           
 Trade and other receivables                  344         -                       344         
 Cash and cash equivalents                    610         -                       610         
 Trade and other payables                     (260)       -                       (260)       
                                              696         -                       696         
 Other intangibles recognised at acquisition  -           468                     468         
                                              696         468                     1,164       
 Goodwill                                                                         4,245       
 Total consideration                                                              5,409       
 Satisfied by:                                                                                
 Cash                                                                             1,910       
 Shares                                                                           119         
 Deferred contingent consideration                                                3,380       
                                                                                  5,409       
                                                                                                
 
 
RJW & Partners Ltd contributed turnover of £508,000, operating income of
£483,000 and headline operating profit of £176,000 to the results of the Group
for the six month period ended 30 June 2017. 
 
12.  Post Balance Sheet Events 
 
There were no material post balance sheet events. 
 
This information is provided by RNS
The company news service from the London Stock Exchange