TIDMEBQ
RNS Number : 6811A
Ebiquity PLC
28 March 2017
Ebiquity plc
Final results for the year ended 31 December 2016
Ebiquity, a leading independent marketing analytics specialist,
announces final results for the year ended 31 December 2016.
Ebiquity provides services to 80% of the top 100 global
advertisers, with data-driven insights spanning over 90
countries.
Continued revenue, profit and earnings growth
-- Revenue up 9.1% to GBP83.6m (CY2015: GBP76.6m), with like for
like constant currency revenue growth of 2.1%
-- Underlying operating profit up 4.4% to GBP13.0m (CY2015:GBP12.4m)
-- Underlying PBT up 5.5% to GBP11.8m (CY2015:GBP11.2m)
-- Underlying diluted EPS up 5.0% to 11.3p (CY2015: 10.8p)
-- Underlying net cash inflow from operations GBP11.3m (CY2015:
GBP13.7m) with cash conversion from underlying profit of 88%
-- Net debt reduced to GBP28.1m (31 December 2015: GBP28.9m)
-- Proposed dividend of 0.65p per share continuing progressive dividend policy
Growing revenue contribution from Media Value Measurement and
Marketing Performance Optimization
-- Media Value Measurement ("MVM") achieved total revenue growth
of 12.3% over CY2015, an increase of 3.6% on a like-for-like,
constant currency basis
-- Marketing Performance Optimization ("MPO") continued to
deliver strong revenue growth with total revenue growth of 31.2%
over CY2015 and like for like constant currency revenue growth of
21.6%
-- Together MVM and MPO accounted for 72% of Group revenues (CY2015: 68%)
-- Market Intelligence ("MI") revenues were down by 5.2% on a
total basis and by 8.5% on a like for like constant currency basis,
with the decrease largely due to an expected substantial decline in
revenues from our project based research business
Delivered on a number of milestones set out in Growth
Acceleration Plan
-- Formally launched Strategic Media Consultancy service offering in Q4 2016
-- Commenced rollout of marketing effectiveness practice into
Germany, France and Asia Pacific, with first local projects in
Continental Europe in Q1 2017, Asia Pacific in H2 2016
-- Digital product development on track with rollout of
Portfolio Digital commencing in Asia Pacific and launch of digital
attribution service expected in Q2 2017
-- Talent review programme undertaken in Q1 2017, kicking off
first phase of the Growth Support Programme
Michael Karg, CEO, commented:
"We have seen continued strong performance from our consultancy
businesses MVM and MPO, which are at the core of the changing
nature of the media landscape particularly around effectiveness and
efficiency of marketing investments. We have already made good
progress with our growth acceleration plan, which will replicate
our service offering across key territories, further strengthening
our ability to service global clients.
Investments into expanding our digital services across our three
practice areas coupled with events in the media marketplace - such
as the debate around the performance of digital advertising -
create significant medium-term growth opportunities. The
implementation of our plans, the opportunities arising from the
changing nature of the industry, make us excited for the
future."
27 March 2017
FY2016 is the year ended 31 December 2016 (audited)
FY2015 is the financial period from 1 May 2015 to 31 December
2015 (audited)
CY2015 is the calendar year from 1 January 2015 to 31 December
2015 (unaudited)
(1) Like for like means prior year results are adjusted to
include the results of recent acquisitions as if they had been
owned for the same period in the prior year.
(2) Constant currency is calculated by taking current year
denominated results restated at last year's foreign exchange
rates.
Enquiries:
Ebiquity
Michael Karg, CEO
Andrew Noble, CFO 020 7650 9600
Instinctif Partners
Matthew Smallwood
Guy Scarborough 020 7457 2020
Numis Securities
Nick Westlake, Oliver Hardy
(NOMAD)
Toby Adcock (Corporate
Broker) 020 7260 1000
Chairman's statement
For Ebiquity, 2016 was a year of both progress and change.
Financially, reported revenue grew 9.1% to GBP83.6m, underlying
operating profit increased 4.4% to GBP13.0m, and underlying fully
diluted earnings per share were up 5% to 11.3p. I am also pleased
to report we have continued to increase the dividend in line with
our progressive dividend policy, with a proposed payment of 0.65p
per share.
Change has been a constant during the year, both in the
marketing industry and at Ebiquity. Technology has helped make the
broad marketing ecosystem ever-more complex, inevitably more
confusing, and often less transparent than one might expect. This
is particularly true when we reflect that digital data should - if
anything - enable much more detailed and meaningful analysis.
It is a striking fact that today only about 40% of digital
programmatic advertising investment reaches the consumer, with
value being eroded by the multiple links between advertisers and
publishers, fraud, lack of viewability and non-human traffic. I
don't envy any business leader who has to tell his board and
shareholders that they're investing in anything that suffers up to
60% wastage. The trouble is, that's what many CMOs should be
saying.
Digital complexity and the increasing calls for transparency
mean that our clients - the world's biggest advertisers - need more
help than ever from an independent firm with the necessary
knowledge and expertise to navigate their way through this.
Within Ebiquity itself there was significant change in 2016.
Michael Karg took the helm as Group CEO early in the year and
undertook a complete review of the business. There were great
foundations in place, with businesses around the world, tremendous
talent and expertise, and a client list that includes more than
three quarters of the world's biggest advertisers. Michael has now
set about moving these individual businesses into a single, aligned
organization that can address the global requirements of our
international clients as well as the local needs of domestic
ones.
Meeting these challenges will be achieved both by continuing to
bring in and develop talent, but also by increasing the
underpinning processes and technology that enables us to handle the
demands of analysing and drawing actionable intelligence from the
avalanche of data that digital marketing creates.
We are, I believe, a leader in the ongoing debate about media
transparency, and that position has only been enhanced throughout
2016. Our independence is paramount, and we must remain at the
heart of the marketing ecosystem, enabling marketers to seize the
opportunities offered by digital.
2016 was just the beginning of the process of evolution in the
industry, but as it gathers momentum the opportunities for Ebiquity
can only grow. There will also be more change to come, as - for
example - in 2018 new regulations over the use of personal data
come into force in Europe. These will add another level of
complexity and will reinforce the need for the professional
independent expert - Ebiquity.
As always, we couldn't achieve any of this without the people
around the world who bring their individual expertise and efforts
to the business and create the capability that the whole group can
deploy for the benefit of its clients.
Thank you to you all.
Michael Higgins
Chairman
27 March 2017
Strategic Report
2016 in review
2016 represented another good year of revenue and profit growth
for Ebiquity. Operating profit growth over the year was on track
with the growth plan we outlined in Autumn 2016.
Revenues grew 9.1% to GBP83.6m over pro-forma revenue for the 12
months ended 31 December (CY2015). Underlying operating profit
increased to GBP13.0m. This represents an increase of 4.4% over
CY2015, reflecting a slight drop in operating margin to 15.5%, at
the higher end of our direct peer group.
Underlying profit before tax increased by 5.3% to GBP11.8m.
Reported operating profit grew to GBP7.7m, up from GBP3.6m in
CY2015, and reported profit before tax increased to GBP6.5m, up
from GBP2.5m in CY2015.
With approximately 68% of revenue denominated in currencies
other than sterling, revenue was significantly boosted by the
depreciation of Sterling during the year. In total, foreign
exchange benefitted revenue by 5.8%, with acquisitions further
increasing revenue by 1.2%. This resulted in like-for-like,
constant currency revenue growth of 2.1%.
Our Media Value Measurement (MVM) practice reported revenue
increase of 12.3%, an increase of 3.6% on a like-for-like, constant
currency basis. MVM now accounts for 56% of group revenue. Revenue
grew fastest from our international media practice and business
units in Continental Europe, and we continued to see strong demand
for both our digital and pitch management services.
Overall MVM revenue growth was held back by a decline in revenue
from our contract compliance business, FirmDecisions, due to
clients reflecting on the findings of the U.S. Association of
National Advertisers' (ANA) media transparency report. We continue
to view the ongoing industry debate about media transparency as a
long-term growth driver for the MVM practice. Underlying Operating
margins dropped from those achieved in CY2015 principally as a
result in the decline in revenue from our contract compliance
business feeding through to profitability.
Revenue from our Marketing Performance Optimization (MPO)
practice continued to grow strongly, with reported revenue growth
of 31.2% and like-for-like, constant currency revenue growth of
21.6%. Revenue grew from both our US based Multi-Channel Analytics
practice (13.9%) and our European based Marketing Effectiveness
practice (24.8%). Our underlying operating margin rose slightly
year on year.
Together, our faster growing practices - MVM and MPO - now
represent 72% of Group revenues.
Revenue from our Market Intelligence (MI) practice declined by
5.2% on a reported basis, and by 8.5% on a like-like, constant
currency basis. As indicated in our half-year report, revenue from
our project-based research business declined sharply following the
loss of a specific contract at the beginning of the year. The
decline in revenue was largely anticipated, and the cost base of
the business was managed appropriately.
The market intelligence sector is highly competitive, mature,
and experiencing low growth rates across the world. Revenue from
Portfolio, our Advertising Intelligence (AI) subscription service,
grew by 1.7% on a reported basis. Eliminating the impact of
currency, revenue from AI declined 1.7% owing to the loss of three
contracts in our U.S. business unit at the beginning of the year.
Renewal rates were 88% on a value basis, and we have already seen a
positive reaction from clients to the upgrade to our new Portfolio
media platform rolled out from September 2016 onwards. Due to good
cost control and a decline in revenue contribution from our
project-based research business, underlying operating margins rose
year on year.
Building for the future
I became Group Chief Executive in January 2016, and inherited a
company with great foundations on which to build. A company with a
global presence, a client base including 80% of the world's top 100
advertisers, and a strong brand with global leadership in MVM. With
advertisers under increasing pressure to validate and justify
marketing expenditure, I also found a powerful and thriving MPO
practice: strong talent, unique and proprietary methodologies, and
growing revenue.
Since I took the helm of Ebiquity, we've put in place several
important building blocks we need to ensure that the business is
fit for the next stage of our development and growth. These are
significant steps on the road to transforming Ebiquity from what
was effectively a collective of independently-run, local entities
into a global, professional services business. What's more, this is
more straightforward to achieve currently, with most of our
acquisitions now beyond earn-out and becoming fully integrated the
into the Ebiquity business. Founder entrepreneurs of these
companies are therefore less concerned about individual
profitability and more focused on our collective journey of
change.
1. To achieve this transformation, we have developed and
articulated a distinctive statement of corporate purpose, grounded
in our clients' needs: "we are creating clarity for our clients".
This statement of purpose is designed to change the way we think
and talk about why we do what we do, and how we do it. "Creating
clarity" is not a one-off statement. Rather, it represents the
start of a continuous process that takes courage and conviction,
guided by our teams' expertise. It requires us always to deliver
analysis and recommendations that are straightforward, transparent,
and precise.
2. To achieve this transformation, we are now taking a
dedicated, client-first approach. We have identified and appointed
a global Chief Client Officer - Andrew Challier - who is
responsible for several of our most important client relationships.
We are embedding our client-first approach across the business
through clear client partner job profiles, training, and
development by region, by market, and by expertise.
We want to work closer still with those clients who partner with
us because they see the greatest value in our services. By
providing them with the right level of service, we can help them to
become even more effective and efficient advertisers. We know that
deepening and expanding the relationships with our key clients will
be a critical lever of growth.
3. To achieve this transformation, we've introduced a matrix
organizational structure, creating global practice
responsibilities. This is designed to drive better and clearer
accountability to those responsible for markets and those running
products and services across geographies. We have done this to
ensure that we deliver our products and services at
consistently-high standards. And we have done this to ensure that
these products and services reflect and accommodate local-market
differences.
4. And to achieve this transformation, we've started to develop
more sophisticated approaches to talent management. During 2016, we
developed new global processes for reviewing our talent base to
drive development and retention programs, and to support succession
planning. These are rolling out into the business in 2017. We are
committed to also continue to improve our ability to recruit the
specialist talent that our clients' needs demand, and to further
enhance employee engagement.
An aspiration for the future
Ebiquity as the partner of choice for the media, data, and
adtech communities
The purpose of our business is creating clarity for our clients
on the return on investment that their media investments yield for
them in all channels. By understanding simply and clearly the
effectiveness and efficiency of their media choices, we help them
to optimize performance. This performance is mediated through an
increasingly diverse range of partner businesses. The most
significant of these partners is usually the advertiser's media
agency of record, although it now also includes an array of
specialist digital, technology, and data businesses across the
adtech and martech ecosystem.
Because we evaluate the performance of the output of our
clients' agencies, it is our long-term ambition and aspiration to
work in partnership with them too. It is our role to test -
independently - and demonstrate the real value that they are
delivering for our clients, as well as to recommend strategies for
improving media performance still further. This is why we would
like - over the coming years - to become the partner of choice of
our clients' partner agencies, too.
This is true across all our services, from pitch management to
marketing performance optimization; from media value measurement to
market intelligence; from strategic media consultancy to contract
compliance reviews. We recognize that some of our services -
including agency pitch management and contract compliance reviews -
are a cost of doing business for agencies. Nevertheless, they are
important aspects of good governance, and we try to deliver these
services in a straightforward and professional manner for all
parties.
Our desire to become the partner of choice for the media
industry is also why - for instance - we are developing our new
Connect data management platform to allow seamless and automated
uploads of media data from media agencies. This will reduce the
load on agencies, improving the accuracy of data, and save time for
agencies and advertisers.
If an advertiser decides to change its agency of record, for
instance, and we're appointed to manage the pitch process, it's
important that we should have good relationships with and deep
knowledge of the capabilities of all potential media agency
partners. We also need good relationships with the leadership of
agencies, data partners, and adtech providers such as ad servers
and DSPs. We are building these relationships in both local markets
and at a global level.
Part of our commitment to being the partner of choice to the
global advertiser community extends to our close working
relationship with leading industry trade bodies. This includes the
World Federation of Advertisers (WFA), the Incorporated Society of
British Advertisers (ISBA), the U.S. Association of National
Advertisers (ANA), and representative bodies in other key global
markets including Australia, France, Germany, and Spain.
Our Growth Acceleration Plan
Across our one global Ebiquity, we are now actively embedding
our matrix structure, our people strategy, and our narrative
purpose as fundamentals required to grow the business. In the next
stage of our development, we are actively transforming Ebiquity
into a technology-enabled consultancy.
Our clients demand and rightly expect quick turnaround of
analysis of large volumes of data. Over the coming years, we can
only meet these expectations and scale our business by making our
products and services technology-enabled throughout.
We have identified that, compared with similar services firms,
we have been running "too lean" - delivering 16% underlying
operating profit margin against 10-11% for comparable firms. By
investing in technology to make our business technology-enabled, we
should nevertheless be able to deliver above average margin of
12-13%.
Enhanced technology is critical to our future success, right
across our three, core practice areas.
In Marketing Performance Optimization, we face a rapidly-growing
need to analyse enterprise scale sets of consumer and media,
behavioural and transactional data. Our ability to deliver here
will be underpinned by technology.
In Media Value Management, we need to ingest and integrate large
sets of media data from multiple different sources - from ad
servers to Demand Side Platforms - to help our clients optimize
campaigns in near real time. Our ability to deliver here will be
underpinned by technology.
And in Market Intelligence, we bring together the world's
display advertising - from print, broadcast, and online services;
creative executions, media placement, and spend data - into fully
searchable, properly tagged databases. Our ability to deliver here
will be underpinned by technology.
Our five-year objectives
Our 5Ps strategy provides the framework for our five-year
objectives:
-- People: Attract, retain and develop high calibre talent from
the media, data science and consultancy sectors.
-- Product: Launch proprietary products and services that
harness our data and insights and enable us to be trusted advisors
for our clients.
-- Process: Shape the organization and its processes to support
broader and deeper client relationships.
-- Profile: Raise our brand profile and broaden the perception
of our expertise to support our growth plans.
-- Performance: Delivery of our Growth Acceleration Plan
resulting in sustainable double-digit revenue growth at sustainable
operating margins.
As we start to meet these objectives, we will increasingly be
known as one of the leading, independent, technology-enabled
marketing and media analytics consultancies, right around the
world. Board-level executives will trust us more deeply. Our
services and methodologies will help to set the standards for the
industry. And advertisers, industry bodies, analysts, and the media
will increasingly seek out our thought leadership.
Summary of results
FY2016 CY2015 FY2015
Audited Unaudited Audited
For the For the For the
12 months 12 months 8 months
ended ended ended
31 Dec 31 Dec 31 Dec
2016 2015 2015
Revenue GBP'000 GBP'000 GBP'000
------------------------------------ ------------ ------------ -----------
Media Value Measurement 47,161 41,998 20,409
Marketing Performance Optimization 13,048 9,936 6,899
Market Intelligence 23,360 24,650 16,002
------------------------------------ ------------ ------------ -----------
Total revenue 83,569 76,584 43,310
Underlying operating profit/(loss)
Media Value Measurement 12,124 12,057 (81)
Marketing Performance Optimization 3,739 2,802 1,874
Market Intelligence 3,902 3,668 2,070
Central costs (6,806) (6,116) (3,866)
------------------------------------ ------------ ------------ -----------
Total underlying operating
profit/(loss) 12,959 12,411 (3)
Highlighted items (5,202) (8,768) (6,656)
Reported operating profit/(loss) 7,757 3,643 (6,659)
Net finance costs (1,132) (1,199) (800)
Share of profit of associates - 18 13
Reported profit/(loss) before
tax 6,625 2,462 (7,446)
Underlying profit/(loss)
before tax 11,827 11,230 (790)
Underlying diluted earnings
per share 11.3p 10.8p (0.4)p
------------------------------------ ------------ ------------ -----------
Revenues grew to GBP83.6m which represents 9.1% total revenue
growth over GBP76.6m recorded over the 12 months ended 31 December
2015 (CY2015). Ebiquity received a very positive revenue benefit
from the depreciation of Sterling against the US$ and Euro. With
24% of revenues denominated in Euros, and 19% in US Dollars the
depreciation of Sterling against these currencies by 11% and 11%
respectively led to a revenue boost of GBP4.5m or 5.8%.
Revenue growth was further benefitted by the impact of the
acquisition of Fairbrother Marsh Company Limited in March 2016 and
the full year impact of our acquisition of Media Value SL in March
2015. The impact on revenue was to increase revenue growth by 1.2%
over CY2015. Discounting the impact of currency movements and the
impact of current and prior year acquisitions, like for like
constant currency revenue growth was 2.1% over CY2015.
Taken together our Media Value Measurement and Marketing
Performance Optimization practices contributed 72% of revenue
(CY2015: 68%). Together the two practices achieved like for like
constant currency revenue growth of 7%. Further detail of
performance by practice is outlined on pages 29 and 30.
Underlying operating profit increased by 4.4% from GBP12.4m in
CY2015 to GBP13.0m and reflected a slight decrease in underlying
operating profit margin from 16.2% from 15.6%. Reported operating
profit increased from GBP3.6m in CY2015 to GBP7.8m in 2016. The
prior year included a non-cash charge in respect of the impairment
of goodwill, purchased intangible asset and related capitalised
development costs of the Reputation business.
Net finance costs were GBP1.1m in the year to December 2016
(CY2015: GBP1.2m), the reduction reflects lower gross debt in 2016
compared with 2015.
Underlying profit before tax was 5.3% higher at GBP11.8m in the
year to December 2016 (CY2015: GBP11.2m). Reported profit before
tax increased by GBP4.1m to GBP6.6m in the year to December 2016
(CY2015: GBP2.5m), due to the non-cash goodwill impairment booked
in the prior period.
Earnings per share
Underlying diluted earnings per share was 11.3p in the year to
December 2016 (CY2015: 10.8p), being an increase of 5% comparable
with the increase in underlying profit before tax.
Highlighted items
Highlighted items total GBP5.2m in the year to December 2016,
(CY2015: GBP8.8m). Highlighted items comprised the following:
-- GBP1.9m related to purchased intangible asset amortisation (CY2015: GBP2.0m);
-- GBP0.6m share based payment expenses (CY2015: GBP0.8m);
-- GBP2.0m of acquisition related costs, (CY2015: credit
GBP0.1m) including GBP0.8m in relation to the increase of the
Stratigent earn-out and deferred consideration adjustments of
GBP0.6m resulting from foreign exchange differences net of the
impact of discounting to present value; and
-- GBP0.7m of integration costs, (CY2015: GBP1.6m) including the
cost of management restructure of GBP0.5m and a further GBP0.2m
relating to fees in relation to the appointment of the new Group
CEO.
Performance by practice is outlined below:
MVM - Media Value Measurement (56% of total revenue)
FY2016 CY2015 FY2015
Audited Unaudited Audited
GBP'000 GBP'000 GBP'000
------------------------------------ --------- ---------- --------
Revenue 47,161 41,998 20,409
Underlying operating profit/(loss) 12,124 12,057 (81)
Underlying operating profit/(loss)
margin % 25.7% 28.7% (0.4)%
------------------------------------ --------- ---------- --------
Our Media Value Measurement (MVM) practice reported revenue
increase up 12.3%, an increase of 3.6% on a like-for-like, constant
currency basis. MVM now accounts for 56% of group revenue. The
recent acquisitions of Fairbrother Marsh Company in Ireland and the
full year impact of the 2015 acquisition of Media Value SL in Spain
increased revenue by 2.2%. Revenue growth was held back by a
decline in revenue from our contract compliance business which
itself represents less than 10% of total MVM revenue. Excluding
contract compliance, the MVM practice achieved 6.6% like for like
constant currency revenue growth.
Operating margin reduced to 25.7% from 28.7% in FY2015 primarily
as a result of the revenue decline in the contract compliance
business which directly impacted operating profit, investment in
additional resources in our Media business in China to enable
sustainable revenue growth in that rapidly evolving market and the
shift in revenue to lower margin international benchmarking
engagements.
MPO - Marketing Performance Optimization (16% of total
revenue)
FY2016 CY2015 FY2015
Audited Unaudited Audited
GBP'000 GBP'000 GBP'000
------------------------------------ --------- ---------- --------
Revenue 13,037 9,936 6,899
Underlying operating profit 3,739 2,802 1,874
Underlying operating profit margin
% 28.7% 28.2% 27.2%
------------------------------------ --------- ---------- --------
Revenue from our Marketing Performance Optimization (MPO)
practice continued to grow strongly, with reported revenue growth
of 31.2% and like-for-like, constant currency revenue growth of
21.6%. MPO now accounts for 16% of total revenue (CY2015: 13%),
which we expect to continue to grow as a proportion of our total
business. Operating margins were marginally ahead of CY2015 at
28.7%, with resources growing largely in line with revenue growth.
As we expand our MPO practice into new markets and resource for
sustainable growth, we anticipate a reduction from current
operating margin levels.
MI - Market Intelligence (28% of total revenue)
FY2016 CY2015 FY2015
Audited Unaudited Audited
GBP'000 GBP'000 GBP'000
------------------------------------ --------- ---------- --------
Revenue 23,360 24,650 16,002
Underlying operating profit 3,902 3,668 2,070
Underlying operating profit margin
% 16.7% 14.9% 12.9%
------------------------------------ --------- ---------- --------
Revenue from Market Intelligence (MI) declined by 5.2% on a
reported basis, and by 8.5% on a like-like, constant currency
basis. As indicated in our half-year report and as largely
anticipated, revenue from our project-based research business
declined sharply during the year and now represents less than 10%
of MI revenues. Revenue from Portfolio, our Advertising
Intelligence (AI) subscription service, and related insight
services grew by 1.7% on a reported basis. Eliminating the impact
of currency, revenue from AI declined 1.7% owing to the loss of
three contracts in our U.S. business unit at the beginning of the
year.
Despite the decline in revenue, operating margins improved by
1.8% to 16.7% in 2016 because of both cost control within the AI
business and the change in business mix, with costs being managed
down with revenue in the lower margin project-based research
business.
Central costs
FY2016 CY2015 FY2015
Audited Unaudited Audited
GBP'000 GBP'000 GBP'000
--------------- --------- ---------- --------
Central costs (6,806) (6,116) (3,866)
--------------- --------- ---------- --------
Central costs include central salaries (Board, Finance, IT,
Marketing and HR), legal and advisory costs and property costs.
Central costs have increased by GBP0.7m or in 2016 due to increased
staff costs, travel costs and IT costs. The increase in travel
costs, especially in the second half of the year, reflected the
need to bring management teams together more often as our matrix
organisation was implemented.
Taxation
The total tax charge for the year ended December 2016 is GBP2.2m
(FY2015 credit: GBP1.3m) representing a current tax charge of
GBP1.8m (FY2015: credit of GBP0.1m) and a deferred tax charge of
GBP0.4m (FY2015: GBP1.2m).
On a calendar year comparative basis, the effective rate of tax
on underlying profit before tax for the year ended 31 December 2016
is 21.7% (CY2015: 22.2%). The effective rate of tax is raised by
under provision from previous periods. Excluding the release of
under provisions the underlying effective tax rate is 21.0%.
Dividend
It is the Board's intention to pay a dividend of 0.65 pence per
share for the 12 months ended 31 December 2016, (FY15: 0.4 pence
per share). This would represent an increase in dividend per share
on a pro-rata basis and would also represent the continuation of a
progressive dividend policy which commenced with our maiden
dividend paid in October 2015. The dividend will be recommended as
a final dividend at the Company's AGM on 10 May 2017.
Equity
During the 12 months to December 2016, 38,063 shares were issued
upon the exercise of employee share options. As a result our share
capital increased to 77,199,751 ordinary shares (31 December 2015:
77,161,688).
Acquisitions
On 11 March 2016, the Group acquired the outstanding 50%
interest in its Irish media consultancy associate, Fairbrother
Marsh Company Limited ('FMC'). The 50% interest in FMC was acquired
for an initial cash consideration of EUR150,000 (GBP118,000).
EUR643,000 (GBP500,000) in deferred consideration was recognised at
acquisition, however the maximum total purchase consideration is up
to EUR2,000,000 (GBP1,559,000), payable in cash, depending on the
performance of the FMC business during the period ending 31
December 2020.
Cash conversion
Year 8 months
ended Year ended to
December December December
2016 2015 2015
Audited Unaudited Audited
GBP'000 GBP'000 GBP'000
------------------------------------ --------- ----------- ---------
Reported cash from operations 10,782 11,515 5,028
Underlying cash from operations 11,342 13,673 6,889
Underlying operating profit/(loss) 12,959 12,411 (3)
Cash conversion 87.5% 110.2% n/a
------------------------------------ --------- ----------- ---------
Underlying cash from operations represents the cash flows from
operations excluding the impact of highlighted items. The
underlying net cash inflow from operations was GBP11.3m in the year
ended 31 December 2016 (CY2015: GBP13.7m).
After highlighted items are considered, reported net cash inflow
from operations for 2016 was GBP10.8m to (CY2015: GBP11.5m).
Cash conversion has improved significantly since the interim
results due to the seasonality of cash flows, but is below the very
strong cash conversion in CY2015. Improvement in the processes
around working capital management remains a key focus for the
business in 2017.
Net debt and banking facilities
31 December 31 December
2016 2015
Audited Audited
GBP'000 GBP'000
-------------- ------------ ------------
Net cash 4,600 6,364
Bank debt(1) (32,750) (35,250)
Net debt(1) (28,150) (28,886)
-------------- ------------ ------------
(1) Bank debt in the Statement of Financial Position at 31
December 2016 is shown net of GBP0.1m (December 2015: GBP0.2m,) of
loan arrangement fees that have been paid and which are amortised
over the life of the facility. The bank debt stated above excludes
these costs.
All bank borrowings are held jointly with Barclays and Royal
Bank of Scotland ('RBS'). The committed facility, totalling
GBP40,000,000, comprises a term loan of GBP10,000,000 (of which
GBP3,750,000 remains outstanding at 31 December 2016 (31 December
2015: GBP6,250,000)), and a revolving credit facility of
GBP30,000,000, (of which GBP29,000,000 was drawn down at 31
December 2016 (31 December 2015: GBP29,000,000).
During the period the Group continued to trade within each of
its banking facilities and associated covenants. Net debt to EBITDA
ratio was 1.94x at the 31 December 2016 (31 December 2015:
2.04).
Statement of financial position and net assets
Net current assets as at 31 December 2016 increased by GBP3.6m
to GBP9.2m (2015: GBP5.6m) and total net assets increased by
GBP9.7m to GBP52.1m (2015: GBP42.4m) as a result of the profit for
the year of GBP4.7m and foreign exchange gains on the translation
of overseas subsidiaries. Trade and other receivables increased by
GBP4.1m to GBP28.4m reflecting an increase in trade receivables of
GBP3.0m and accrued income of GBP1.8m.
Goodwill as at 31 December 2016 was GBP58.0m (2015: GBP54.8m)
with the increase due to foreign exchange gains on retranslation of
overseas subsidiaries of GBP2.8m and the acquisition of FMC in
Ireland adding GBP0.4m to goodwill.
Deferred contingent consideration has decreased by GBP2.9m since
31 December 2015 to GBP2.0m, due to the settlement of deferred
consideration. Two earnouts relating to our recent acquisitions
ended during 2016, and in total GBP5.1m was paid to former
shareholders. At 31 December 2016 of the remaining deferred
consideration of GBP2.0m, which relates to the recent acquisition
of FMC and our media business in China, GBP1.8m is expected to be
settled in the next 12 months.
Outlook
Our delivery on the milestones set out in the Growth
Acceleration Plan, coupled with events in the media marketplace -
such as the debate around the performance of digital advertising -
create significant medium-term growth opportunities. The
implementation of our plans, the opportunities arising from the
changing nature of the industry, make us excited for the
future.
Consolidated income statement
for the year ended 31 December 2016
Eight month period
Year ended 31 December ended 31 December
2016 2015
------------------------------------- -------------------------------------
Before Highlighted Before Highlighted
highlighted items highlighted items
(note (note
items 3) Total items 3) Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Revenue 2 83,569 - 83,569 43,310 - 43,310
Cost of sales (38,282) - (38,282) (22,514) - (22,514)
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Gross profit 45,287 - 45,287 20,796 - 20,796
Administrative
expenses (32,328) (5,202) (37,530) (20,799) (6,656) (27,455)
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Operating
profit/(loss) 12,959 (5,202) 7,757 (3) (6,656) (6,659)
Finance income 18 - 18 13 - 13
Finance expenses (1,150) - (1,150) (813) - (813)
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Net finance
costs (1,132) - (1,132) (800) - (800)
Share of profit
of associates - - - 13 - 13
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Profit/(loss)
before taxation 11,827 (5,202) 6,625 (790) (6,656) (7,446)
Taxation (charge)/credit 4 (2,570) 340 (2,230) 576 756 1,332
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Profit/(loss)
for the year/period 9,257 (4,862) 4,395 (214) (5,900) (6,114)
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Attributable
to:
Equity holders
of the parent 8,987 (4,837) 4,150 (336) (5,885) (6,221)
Non-controlling
interests 270 (25) 245 122 (15) 107
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
9,257 (4,862) 4,395 (214) (5,900) (6,114)
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Earnings/(loss)
per share
Basic 5 5.38p (8.08)p
Diluted 5 5.20p (8.08)p
-------------------------- ----- ------------ ------------ --------- ------------ ------------ ---------
Consolidated statement of comprehensive income
for the year ended 31 December 2016
Eight
month
period
Year ended ended
31 December 31 December
2016 2015
GBP'000 GBP'000
-------------------------------------------- ------------ ------------
Profit/(loss) for the year/period 4,395 (6,114)
Other comprehensive income/(expense):
Items that will not be reclassified
subsequently to profit or loss
Exchange differences on translation
of overseas subsidiaries 4,844 (116)
Total other comprehensive income/(expense)
for the year/period 4,844 (116)
-------------------------------------------- ------------ ------------
Total comprehensive income/(expense)
for the year/period 9,239 (6,230)
-------------------------------------------- ------------ ------------
Attributable to:
Equity holders of the parent 8,994 (6,337)
Non-controlling interests 245 107
-------------------------------------------- ------------ ------------
9,239 (6,230)
-------------------------------------------- ------------ ------------
Consolidated statement of financial position
as at 31 December 2016
31 December 31 December
2016 2015
Note GBP'000 GBP'000
----------------------------------- ----- ------------ ------------
Non-current assets
Goodwill 6 58,045 54,827
Other intangible assets 7 14,034 13,527
Property, plant and equipment 2,438 2,928
Investment in associates - 45
Deferred tax asset 1,338 2,267
----------------------------------- ----- ------------ ------------
Total non-current assets 75,855 73,594
Current assets
----------------------------------- ----- ------------ ------------
Trade and other receivables 28,416 24,318
Cash and cash equivalents 6,662 8,755
----------------------------------- ----- ------------ ------------
Total current assets 35,078 33,073
----------------------------------- ----- ------------ ------------
Total assets 110,933 106,667
----------------------------------- ----- ------------ ------------
Current liabilities
Trade and other payables (5,919) (6,566)
Accruals and deferred income (11,890) (12,340)
Financial liabilities 8 (6,253) (8,227)
Current tax liabilities (1,841) (251)
Provisions (9) (89)
----------------------------------- ----- ------------ ------------
Total current liabilities (25,912) (27,473)
Non-current liabilities
Financial liabilities 8 (30,448) (34,055)
Provisions (393) (486)
Deferred tax liability (2,125) (2,244)
----------------------------------- ----- ------------ ------------
Total non-current liabilities (32,966) (36,785)
----------------------------------- ----- ------------ ------------
Total liabilities (58,878) (64,258)
----------------------------------- ----- ------------ ------------
Total net assets 52,055 42,409
----------------------------------- ----- ------------ ------------
Equity
Ordinary shares 19,300 19,290
Share premium - 11,764
Other reserves 6,134 656
Retained earnings 25,860 9,891
----------------------------------- ----- ------------ ------------
Equity attributable to the owners
of the parent 51,294 41,601
Non-controlling interests 761 808
----------------------------------- ----- ------------ ------------
Total equity 52,055 42,409
----------------------------------- ----- ------------ ------------
Consolidated statement of changes in equity
for the year ended 31 December 2016
Equity
attributable
to owners
Ordinary Share Other Retained of the Non-controlling Total
shares premium reserves(1) earnings parent interests equity
------------------
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ------ --------- --------- ------------ ------------- ------------- ---------------- ----------
1 May 2015 19,193 11,657 772 16,012 47,634 1,024 48,658
(Loss)/profit
for the period - - - (6,221) (6,221) 107 (6,114)
Other comprehensive
expense - - (116) - (116) - (116)
-------------------------- --------- --------- ------------ ------------- ------------- ---------------- ----------
Total comprehensive
(expense)/income
for the period - - (116) (6,221) (6,337) 107 (6,230)
-------------------------- --------- --------- ------------ ------------- ------------- ---------------- ----------
Shares issued
for cash 97 107 - - 204 - 204
Acquisition
of non-controlling
interest - - - (23) (23) (20) (43)
Share options
charge - - - 228 228 - 228
Deferred tax
on share options - - - 186 186 - 186
Dividends
paid to shareholders - - - (291) (291) - (291)
Dividends
paid to non-controlling
interests - - - - - (303) (303)
-------------------------- --------- --------- ------------ ------------- ------------- ---------------- ----------
31 December
2015 19,290 11,764 656 9,891 41,601 808 42,409
Profit for
the year - - - 4,150 4,150 245 4,395
Other comprehensive
income - - 4,844 - 4,844 - 4,844
-------------------------- --------- --------- ------------ ------------- ------------- ---------------- ----------
Total comprehensive
income for
the year - - 4,844 4,150 8,994 245 9,239
-------------------------- --------- --------- ------------ ------------- ------------- ---------------- ----------
Shares issued
for cash 10 16 - - 26 - 26
Share premium
reduction(2) - (11,780) - 11,780 - - -
Convertible
loan note - - 634 - 634 - 634
Share options
charge - - - 652 652 - 652
Deferred tax
on share options - - - (321) (321) - (321)
Dividends
paid to shareholders - - - (292) (292) - (292)
Dividends
paid to non-controlling
interests - - - - - (292) (292)
-------------------------- --------- --------- ------------ ------------- ------------- ---------------- ----------
31 December
2016 19,300 - 6,134 25,860 51,294 761 52,055
-------------------------- --------- --------- ------------ ------------- ------------- ---------------- ----------
1 Includes GBP3,667,000 (31 December 2015: GBP3,667,000) in the
merger reserve; a debit balance of GBP1,478,000 (31 December 2015:
GBP1,478,000) in the ESOP reserve; a convertible loan note reserve
of GBP634,000 created during the year to 31 December 2016; and a
gain of GBP3,311,000 (31 December 2015: 1,533,000 loss) recognised
in the translation reserve.
2 On 8 June 2016, the Group announced the cancellation of the
share premium account (the "Capital Reduction") effective 9 June
2016 following registration of the Court order confirming the
Capital Reduction by the Registrar of Companies.
Consolidated statement of cash flows
for the year ended 31 December 2016
Eight
month
period
Year ended ended
31 December 31 December
2016 2015
Note GBP'000 GBP'000
Cash flows from operating activities
Cash generated from operations 10 10,782 5,028
Finance expenses paid (1,092) (601)
Finance income received 18 13
Income taxes paid (166) (892)
---------------------------------------- ----- ------------ ------------
Net cash generated from operating
activities 9,542 3,548
Cash flows from investing activities
Acquisition of subsidiaries,
net of cash acquired 11 (4,431) (3,002)
Purchase of property, plant
and equipment (479) (502)
Purchase of intangible assets 7 (1,872) (826)
---------------------------------------- ----- ------------ ------------
Net cash used in investing activities (6,782) (4,330)
Cash flows from financing activities
Proceeds from issue of share
capital (net of issue costs) 26 205
Proceeds from bank borrowings 3,336 2,578
Repayment of bank borrowings (6,411) (1,982)
Acquisition of interest in a
subsidiary from non-controlling
interests - (1,105)
Dividends paid to shareholders 11 (292) (291)
Dividends paid to non-controlling
interests (546) (195)
Capital repayment of finance
leases (4) (4)
---------------------------------------- ----- ------------ ------------
Net cash flow used in financing
activities (3,891) (794)
---------------------------------------- ----- ------------ ------------
Net decrease in cash, cash equivalents
and bank overdrafts (1,131) (1,576)
Cash, cash equivalents and bank
overdraft at beginning of year/period 6,364 7,884
Effect of unrealised foreign
exchange gains (633) 56
---------------------------------------- ----- ------------ ------------
Cash, cash equivalents and bank
overdraft at end of year/period 4,600 6,364
---------------------------------------- ----- ------------ ------------
Notes to the consolidated financial statements
for the year ended 31 December 2016
1. Accounting policies
General information
Ebiquity plc ('the Company') and its subsidiaries (together,
'the Group') provide independent data-driven insights to the global
media and marketing community. The Group has 21 offices across 14
countries.
The Company is a public limited company, which is listed on the
London Stock Exchange's AIM Market and is incorporated and
domiciled in the UK. The address of its registered office is
CityPoint, One Ropemaker Street, London, EC2Y 9AW.
Basis of preparation
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards,
International Accounting Standards and IFRS IC Interpretations
(collectively IFRSs) issued by the International Accounting
Standards Board (IASB) as adopted by European Union (Adopted IFRSs)
and with those parts of the Companies Act 2006 applicable to
companies preparing their financial statements under Adopted IFRSs.
The consolidated financial statements have been prepared on a going
concern basis.
The consolidated financial statements have been prepared under
the historical cost convention, as modified by the revaluation of
financial assets and financial liabilities (including derivative
instruments) 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 so as 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.
Critical accounting estimates and judgements
In preparing the consolidated financial statements, the
Directors have made certain estimates and judgements relating to
the reporting of results of operations and the financial position
of the Group. Actual results may significantly differ from those
estimates often as a result of the need to make assumptions about
matters which are uncertain. The estimates and judgements discussed
below are considered by the Directors to be those that have a
critical accounting impact to the Group's financial statements.
Revenue recognition
The Group is required to make an estimate of the project
completion levels in respect of contracts which straddle the year
end for revenue recognition purposes. This involves a level of
judgement and therefore differences may arise between the actual
and estimated result.
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 in order to calculate present value. The sensitivity around
the selection of particular 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
notes 9 and 10 to the consolidated financial statements.
Contingent deferred consideration
The Group has recorded liabilities for deferred consideration on
acquisitions made in the current and prior periods. The calculation
of the deferred consideration liability requires judgements to be
made regarding the forecast future performance of these businesses
for the earn-out period. Any changes to the fair value of the
contingent deferred consideration after the measurement period are
recognised in the income statement within administrative expenses
as a highlighted item.
Taxation
The Group is subject to income taxes in all the territories in
which it operates, and judgement and estimates of future
profitability are required to determine the Group's deferred tax
position. If the final tax outcome is different to that assumed,
resulting changes will be reflected in the income statement, unless
the tax relates to an item charged to equity in which case the
changes in the tax estimates will also be reflected in equity. The
Group believes that its accruals for tax liabilities are adequate
for all open audit years based on its assessment of many factors
including past experience and interpretations of tax law. This
assessment relies on estimates and assumptions and may involve a
series of complex judgements about future events. To the extent
that the final tax outcome of these matters is different than the
amounts recorded, such differences will impact income tax expense
in the period in which such determination is made.
Provisions
The Group provides for certain costs of reorganisation that has
occurred due to the Group's acquisition and disposal activity. When
the final amount payable is uncertain, these are classified as
provisions. These provisions are based on the best estimates of
management.
Adoption of new standards and interpretations
On 1 January 2016, the Group adopted the following amendments to
IFRS. The accounting pronouncements, none of which is considered by
the Group as significant on adoption, are:
-- Amendments to IAS 1 "Disclosure Initiative". These amendments
are as part of the IASB's initiative to improve presentation and
disclosure in financial reports.
-- Amendments to IFRS 11 "Accounting for Acquisitions of
Interests in Joint Operations". This amendment adds new guidance on
how to account for the acquisition of an interest in a joint
operation that constitutes a business.
-- Amendments to IAS 16 'Property, plant and equipment' and IAS
38 'Intangible assets'. This amendments provide clarification of
acceptable methods of depreciation and amortisation.
-- Improvements to IFRS: 2012-2014 cycle.
2. Segmental reporting
In accordance with IFRS 8 the Group's operating segments are
based on the reports reviewed by the Executive Directors that are
used to make strategic decisions.
Certain operating segments have been aggregated to form three
reportable segments, Media Value Measurement, Market Intelligence
and Marketing Performance Optimization:
-- Media Value Measurement includes our media benchmarking,
financial compliance and associated services.
-- Market Intelligence includes our advertising monitoring,
reputation management and research/insight services.
-- Marketing Performance Optimization consists of our marketing
effectiveness and multi-channel analytics services.
The Executive Directors are the Group's chief operating
decision-maker. They assess the performance of the operating
segments based on operating profit before highlighted items. This
measurement basis excludes the effects of non-recurring expenditure
from the operating segments such as restructuring costs and
purchased intangible amortisation. The measure also excludes the
effects of equity-settled share-based payments. Interest income and
expenditure are not allocated to segments, as this type of activity
is driven by the central treasury function, which manages the cash
position of the Group.
The segment information provided to the Executive Directors for
the reportable segments for the year ended 31 December 2016 is as
follows:
Year ended 31 December 2016
Media Marketing
Value Market Performance Reportable
Measurement Intelligence Optimization segments Unallocated Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------------------- -------------- -------------- ----------- ------------ ------------
Revenue 47,161 23,360 13,048 83,569 - 83,569
Operating
profit/(loss)
before highlighted
items 12,124 3,902 3,739 19,765 (6,806) 12,959
Total assets 56,948 32,469 11,868 101,285 9,648 110,933
Other segment
information
Capital
expenditure
- property,
plant and
equipment 46 455 4 505 35 540
Capital
expenditure
- intangible
assets 586 591 155 1,332 765 2,097
Capital
expenditure
- goodwill 464 - - 464 - 464
--------------------- --------------------- -------------- -------------- ----------- ------------ ------------
Total 1,096 1,046 159 2,301 797 3,098
--------------------- --------------------- -------------- -------------- ----------- ------------ ------------
Eight month period ended 31 December 2015
Marketing
Media
Value Market Performance Reportable
Measurement Intelligence Optimization segments Unallocated Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------- ------------ ------------- ------------- ----------- ------------ --------
Revenue 20,409 16,002 6,899 43,310 - 43,310
Operating (loss)/profit before
highlighted items (81) 2,070 1,874 3,863 (3,866) (3)
Total assets 53,011 29,398 10,640 93,049 13,618 106,667
Other segment information
Capital expenditure - property,
plant and equipment 26 - 12 38 512 550
Capital expenditure - intangible
assets 77 - - 77 750 827
------------------------------------- ------------ ------------- ------------- ----------- ------------ --------
Total 103 - 12 115 1,262 1,377
------------------------------------- ------------ ------------- ------------- ----------- ------------ --------
A reconciliation of segment operating profit before highlighted
items to total profit before tax is provided below:
Eight
month
period
Year ended ended
31 December 31 December
2016 2015
GBP'000 GBP'000
Reportable segment operating profit
before highlighted items 19,765 3,863
Unallocated costs(1) :
Staff costs (5,219) (3,281)
Property costs (786) (260)
Exchange rate movements (158) 31
Other administrative expenses (643) (356)
-------------------------------------------- ------------------------ ------------
Operating profit/(loss) before highlighted
items 12,959 (3)
Highlighted items (note 3) (5,202) (6,656)
-------------------------------------------- ------------------------ ------------
Operating profit/(loss) 7,757 (6,659)
Net finance costs (1,132) (800)
Share of profit of associates - 13
-------------------------------------------- ------------------------ ------------
Profit/(loss) before tax 6,625 (7,446)
-------------------------------------------- ------------------------ ------------
1 Unallocated costs comprise central costs that are not
considered attributable to the segments.
A reconciliation of segment total assets to total consolidated
assets is provided below:
31 December 31 December
2016 2015
GBP'000 GBP'000
Total assets for reportable segments 101,285 93,049
Unallocated amounts:
Property, plant and equipment 1,900 2,278
Other intangible assets 1,517 2,853
Other receivables 1,015 2,892
Cash and cash equivalents 3,989 3,478
Deferred tax asset 1,227 2,113
Investments in associates - 4
-------------------------------------- ------------ ------------
Total assets 110,933 106,667
-------------------------------------- ------------ ------------
The table below presents revenue and non-current assets by
geographical location:
Year ended Eight month
period ended
31 December 31 December
2016 2015
------------------------ ------------------------
Revenue Revenue
by by
location location
of Non-current of Non-current
customers assets customers assets
GBP'000 GBP'000 GBP'000 GBP'000
United Kingdom 22,627 46,617 13,142 46,955
Rest of Europe 31,586 9,378 14,786 7,957
North America 20,032 7,257 10,376 6,297
Rest of world 9,324 11,265 5,006 10,118
--------------------- ---------- ------------ ---------- ------------
83,569 74,517 43,310 71,327
Deferred tax assets - 1,338 - 2,267
--------------------- ---------- ------------ ---------- ------------
Total 83,569 75,855 43,310 73,594
--------------------- ---------- ------------ ---------- ------------
No single customer (or group of related customers) contributes
10% or more of revenue.
3. Highlighted items
Highlighted items comprise non-cash charges and non-recurring
items which are highlighted in the income statement because
separate disclosure is considered relevant in understanding the
underlying performance of the business.
Year ended Eight month period
ended
31 December 2016 31 December 2015
----------------------------- -----------------------------
Cash Non-cash Total Cash Non-cash Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- -------- --------- -------- -------- --------- --------
Administrative expenses recurring:
Recurring:
Share option (credit)/charge (92) 652 560 203 228 431
Amortisation of purchased intangibles - 1,865 1,865 - 1,327 1,327
--------------------------------------- -------- --------- -------- -------- --------- --------
(92) 2,517 2,425 203 1,555 1,758
Non-recurring:
Acquisition and integration costs 2,777 - 2,777 533 - 533
Impairment charge - - - - 4,365 4,365
2,777 - 2,777 533 4,365 4,898
Total highlighted items before tax 2,685 2,517 5,202 736 5,920 6,656
Taxation credit (252) (88) (340) (128) (628) (756)
--------------------------------------- -------- --------- -------- -------- --------- --------
Total highlighted items after tax 2,433 2,429 4,862 608 5,292 5,900
--------------------------------------- -------- --------- -------- -------- --------- --------
Amortisation of purchased intangibles relates to acquisitions
made in the current financial year of GBP26,000 and to acquisitions
made in prior years of GBP1,839,000.
The share option cash credit of GBP92,000 arising during the
year is in relation to national insurance contributions on share
options not exercised. In addition, a non-cash IFRS 2 charge of
GBP652,000 was also recorded.
Total acquisition and integration costs of GBP2,777,000 were
recognised during the year.
Acquisition costs totalling GBP1,996,000 primarily consists of
GBP841,000 in relation to an earn-out extension agreed in March
2016 and associated to the Stratigent acquisition in 2013; deferred
consideration adjustments of GBP575,000 resulting from foreign
exchange differences net of the impact of discounting to present
value; GBP295,000 of professional fees were incurred in relation to
acquisitions; and GBP285,000 was recognised following the
transparency work performed for the US Association of National
Advertisers.
Integration costs totalling GBP781,000 primarily consists of
severance costs of GBP568,000 arising from the restructure of
senior management in Spain, Ireland and France; and fees of
GBP251,000 in relation to the appointment of the new Group CEO.
Other one-off charges recognised in highlighted items during the
year include a credit of GBP66,000 following the write-off of
certain dilapidation provisions and GBP28,000 of other integration
costs.
Current tax arising on the highlighted items is included as a
cash item, while deferred tax on highlighted items is included as a
non-cash item. Refer to note 7 for more detail.
Deferred consideration adjustments, within acquisition and
integration costs, are included as a cash item.
As at 31 December 2016, GBP1,197,000 of the GBP2,685,000 cash
highlighted items had been settled.
4. Taxation charge/(credit)
Year ended Eight month period
ended
31 December 2016 31 December 2015
------------------------------------ ------------------------------------
Before Before
highlighted Highlighted highlighted Highlighted
items items Total items items Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------ ------------ -------- ------------ ------------ --------
UK tax
Current year/period 912 (187) 725 194 (128) 66
Adjustment in
respect of prior
year/period (205) - (205) (236) - (236)
--------------------------- ------------ ------------ -------- ------------ ------------ --------
707 (187) 520 (42) (128) (170)
Foreign tax
Current year/period 1,409 (65) 1,344 248 - 248
Adjustment in
respect of prior
year/period (94) - (94) (160) - (160)
--------------------------- ------------ ------------ -------- ------------ ------------ --------
1,315 (65) 1,250 88 - 88
--------------------------- ------------ ------------ -------- ------------ ------------ --------
Total current
tax 2,022 (252) 1,770 46 (128) (82)
--------------------------- ------------ ------------ -------- ------------ ------------ --------
Deferred tax
Origination and
reversal of temporary
differences (note
20) 160 (88) 72 (622) (628) (1,250)
Adjustment in
respect of prior
year/period 388 - 388 - - -
--------------------------- ------------ ------------ -------- ------------ ------------ --------
Total tax charge/(credit) 2,570 (340) 2,230 (576) (756) (1,332)
--------------------------- ------------ ------------ -------- ------------ ------------ --------
The difference between tax as charged/(credited) in the
financial statements and tax at the nominal rate is explained
below:
Eight
month
Year ended period
ended
31 December 31 December
2016 2015
GBP'000 GBP'000
------------------------------------------- ------------ ------------
Profit/(loss) before tax 6,625 (7,446)
------------------------------------------- ------------ ------------
Corporation tax at 20% (31 December
2015: 20%) 1,325 (1,489)
Non-deductible taxable expenses 265 943
Overseas tax rate differential 189 24
Overseas losses not recognised 66 832
Share options 319
Losses utilised not previously recognised (7) (80)
Adjustment in respect of prior years 89 (396)
Effect of change in statutory tax
rates 9 (265)
Deferred tax movement 224 (985)
Recognition of deferred tax not (249) -
previously recognised
Other - 84
------------------------------------------- ------------ ------------
Total tax charge/(credit) 2,230 (1,332)
------------------------------------------- ------------ ------------
Reductions in the UK corporation tax rate to 19% (effective from
1 April 2017) and to 18% (effective 1 April 2020) were
substantively enacted on 26 October 2015. Further reductions to 17%
(effective 1 April 2020) were substantively enacted on 6 September
2016. As these changes have been substantively enacted at the
statement of financial position date, their effects are included in
these financial statements.
5. Earnings/(loss) per share
The calculation of the basic and diluted earnings per share is
based on the following data:
Eight
month
Year ended period
ended
31 December 31 December
2016 2015
GBP'000 GBP'000
--------------------------------------------- ------------ ------------
Earnings for the purpose of basic
earnings per share being net profit/(loss)
attributable to equity holders of
the parent 4,150 (6,221)
Adjustments:
Impact of highlighted items (net of
tax)(1) 4,837 5,885
--------------------------------------------- ------------ ------------
Earnings for the purpose of underlying
earnings per share 8,987 (336)
--------------------------------------------- ------------ ------------
Number of shares:
Weighted average number of shares
during the period
- Basic 77,186,127 76,976,240
- Dilutive effect of share options 2,598,806 1,993,033
--------------------------------------------- ------------ ------------
- Diluted 79,784,933 78,969,273
--------------------------------------------- ------------ ------------
Basic earnings/(loss) per share 5.38p (8.08)p
Diluted earnings/(loss) per share 5.20p (8.08)p
Underlying basic earnings/(loss) per
share 11.64p (0.44)p
Underlying diluted earnings/(loss)
per share 11.26p (0.43)p
--------------------------------------------- ------------ ------------
1 Highlighted items attributable to equity holders of the parent
(see note 3), stated net of their total tax impact.
6. Goodwill
GBP'000
--------------------------------------------- --------
Cost
At 1 May 2015 58,096
Adjustments in respect of a pre-acquisition
period (177)
Foreign exchange differences 37
--------------------------------------------- --------
At 31 December 2015 57,956
Additions(1) 426
Foreign exchange differences 2,792
--------------------------------------------- --------
At 31 December 2016 61,174
--------------------------------------------- --------
Accumulated impairment
At 1 May 2015 -
--------------------------------------------- --------
At 31 December 2015 (3,129)
Impairment -
--------------------------------------------- --------
At 31 December 2016 (3,129)
--------------------------------------------- --------
Net book value
--------------------------------------------- --------
At 31 December 2016 58,045
--------------------------------------------- --------
At 31 December 2015 54,827
--------------------------------------------- --------
1 GBP426,000 of goodwill was recognised following the
acquisition of the remaining 50% interest in the Group's Irish
media consultancy associate, Fairbrother Marsh Company Limited.
Refer to note 28 for further details.
Goodwill has been allocated to the following segments:
Eight
month
Year ended period
ended
31 December 31 December
2016 2015
GBP'000 GBP'000
------------------------------------ ------------ ------------
Media Value Measurement 28,778 26,886
Market Intelligence 22,360 21,904
Marketing Performance Optimization 6,907 6,037
------------------------------------ ------------ ------------
58,045 54,827
------------------------------------ ------------ ------------
The Group tests goodwill annually for impairment or more
frequently if there are indications that goodwill may be
potentially impaired. Goodwill is allocated to the Group's
cash-generating units (CGUs) in order to carry out impairment
tests. The Group's remaining carrying value of goodwill by CGU at
31 December was as follows:
Eight
month
Year ended period
ended
31 December 31 December
2016 2015
Cash-generating Reporting segment GBP'000 GBP'000
unit
----------------------- ----------------------------------- ------------ ------------
Advertising
UK/USA/International Market Intelligence 19,114 19,114
Media UK and
International(1) Media Value Measurement 9,238 8,770
Marketing Performance
Stratigent (MCA) Optimization 5,229 4,359
China Media Value Measurement 4,966 4,429
Media Germany Media Value Measurement 4,319 4,297
Media Value Media Value Measurement/Marketing
Group Performance Optimization 3,035 2,624
FirmDescisions Media Value Measurement 2,981 2,981
Media Australia Media Value Measurement 2,506 2,115
Advertising
Germany Market Intelligence 2,333 2,016
Marketing Performance
Effectiveness Optimization 1,678 1,678
Advertising
Australia Market Intelligence 764 645
Media America Media Value Measurement 604 604
Media France Media Value Measurement 559 527
Media Italy Media Value Measurement 381 330
Russia Media Value Measurement 337 337
----------------------- ----------------------------------- ------------ ------------
58,045 54,827
----------------------------------------------------------- ------------ ------------
1 At 31 December 2016, the balance includes GBP426,000 of
acquired goodwill recognised following the acquisition of the
remaining 50% interest in the Group's Irish media consultancy
associate, Fairbrother Marsh Company Limited. Refer to note 28 for
further details.
The impairment test involves comparing the carrying value of the
CGU to which the goodwill has been allocated to the recoverable
amount. The recoverable amount of all CGUs has been determined
based on value in use calculations.
Under IFRS, an impairment charge is required for goodwill when
the carrying amount exceeds the recoverable amount, defined as the
higher of fair value less costs to sell and value in use. No
impairment of goodwill was recognised in the year ended 31 December
2016 (8 months ended 31 December 2015: GBP3,129,000).
Value in use calculations
The key assumptions used in management's value in use
calculations are budgeted operating profit, pre-tax discount rate,
and the long-term growth rate. The Directors prepare a three year
pre-tax cash flow forecast based on the following financial year's
budget as approved by the Board, with revenue and cost forecasts
for the following two years adjusted by segment and geography. The
forecast takes account of actual results from previous years
combined with management expectations of market developments.
The Directors estimate discount rates using rates that reflect
current market assessments of the time value of money and risk
specific to the cash-generating units. The three-year pre-tax cash
flow forecasts have been discounted at between 7.2% and 8.7% (31
December 2015: between 8.2% and 9.7%).
Cash flows beyond the three year period are extrapolated at a
rate of 2.25% (31 December 2015: 2.25%), which does not exceed the
long-term average growth rate in any of the markets in which the
Group operates.
The excess of the value in use to the goodwill carrying values
for each CGU gives the level of headroom in each CGU. The estimated
recoverable amounts of the Group's operations in all CGU's
significantly exceed their carrying values with the exception of
China, where the headroom exceeds its carrying value by GBP1.8
million.
Sensitivity analysis
The Group's calculations of value in use for its respective CGUs
are sensitive to a number of key assumptions. Other than disclosed
below, management does not consider a reasonably possible change in
isolation, of any of the key assumptions to cause the carrying
value of any CGU to exceed its value in use.
China
%
Budgeted operating profit (21.7)
Pre-tax discount rate 1.6
Long-term growth rate (1.9)
---------------------------- -------
7. Other intangible assets
Capitalised Purchased Total
development Computer intangible intangible
costs software assets(1) assets
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ------------ --------- ----------- -----------
Cost
At 1 May 2015 2,997 2,194 23,259 28,450
Additions 652 175 - 827
Disposals - (13) - (13)
Foreign exchange differences (11) 27 40 56
------------------------------ ------------ --------- ----------- -----------
At 31 December 2015 3,638 2,383 23,299 29,320
Additions 1,091 781 - 1,872
Acquisitions(2) - - 225 225
Disposals (453) (260) - (713)
Foreign exchange differences 68 147 1,414 1,629
------------------------------ ------------ --------- ----------- -----------
At 31 December 2016 4,344 3,051 24,938 32,333
------------------------------ ------------ --------- ----------- -----------
Amortisation and impairment
At 1 May 2015 (1,136) (1,120) (11,016) (13,272)
Charge for the period(3) (194) (190) (1,327) (1,711)
Disposals - 12 - 12
Impairment(4) (214) - (559) (773)
Foreign exchange differences - (22) (27) (49)
------------------------------ ------------ --------- ----------- -----------
At 31 December 2015 (1,544) (1,320) (12,929) (15,793)
Charge for the year(3) (256) (330) (1,865) (2,451)
Disposals 425 260 - 685
Foreign exchange differences (1) (127) (612) (740)
------------------------------ ------------ --------- ----------- -----------
At 31 December 2016 (1,376) (1,517) (15,406) (18,299)
------------------------------ ------------ --------- ----------- -----------
Net book value
At 31 December 2016 2,968 1,534 9,532 14,034
------------------------------ ------------ --------- ----------- -----------
At 31 December 2015 2,094 1,063 10,370 13,527
------------------------------ ------------ --------- ----------- -----------
1 Purchased intangible assets consist principally of customer
relationships with a typical useful life of 10 years.
2 Customer relationships of GBP142,000 and a brand valuation of
GBP83,000 were recognised during the year as part of the
acquisition of Fairbrother Marsh Company Limited. Refer to note 28
for further details.
3 Amortisation is charged within administrative expenses so as
to write off the cost of the intangible assets over their estimated
useful lives. The amortisation of purchased intangible assets is
included as a highlighted administrative expense.
4 No impairment charge is required for the year to 31 December
2016 following management's review of the carrying value of other
intangible assets. In the prior period, an impairment charge of
GBP773,000 was recorded to fully write off the purchased intangible
assets and related capitalised development costs of the Reputation
business.
8. Financial liabilities
31 December 31 December
2016 2015
GBP'000 GBP'000
----------------------------------- ------------ ------------
Current
Bank overdraft 2,062 2,391
Bank borrowings 2,410 2,410
Finance lease liabilities 4 4
Contingent deferred consideration 1,777 3,422
----------------------------------- ------------ ------------
6,253 8,227
Non-current
Bank borrowings 30,205 32,615
Finance lease liabilities 5 9
Contingent deferred consideration 238 1,431
----------------------------------- ------------ ------------
30,448 34,055
----------------------------------- ------------ ------------
Total financial liabilities 36,701 42,282
----------------------------------- ------------ ------------
Finance Contingent
Bank Bank lease deferred
overdrafts borrowings liabilities consideration Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- ----------------- ----------- ------------ -------------- --------
At 1 May 2015 1,411 34,291 17 8,999 44,718
Additions 980 - - - 980
Paid - - (4) (4,063) (4,067)
Charged to the
income statement - 60 - (82) (22)
Discounting
charged to the
income statement - - - (148) (148)
Discounting
charged to the
statement of
financial position - - - (49) (49)
Borrowings - 2,578 - 2,578
Repayments - (1,982) - - (1,982)
Foreign exchange
released to
the Income statement - 78 - 198 276
Foreign exchange
released to
reserves - - - (2) (2)
----------------------- ----------------- ----------- ------------ -------------- --------
At 31 December
2015 2,391 35,025 13 4,853 42,282
Recognised on
acquisition - - - 557 557
Additions (329) - - - (329)
Paid - - (4) (5,110) (5,114)
Charged to the
income statement - 90 - 638 728
Discounting
charged to the
income statement - - - 155 155
Discounting
charged to the
statement of
financial position - - - (39) (39)
Borrowings - 3,336 - - 3,336
Repayments - (6,410) - - (6,410)
Foreign exchange
released to
the income statement - 574 - 808 1,382
Foreign exchange
released to
reserves - - - 153 153
----------------------- ----------------- ----------- ------------ -------------- --------
At 31 December
2016 2,062 32,615 9 2,015 36,701
----------------------- ----------------- ----------- ------------ -------------- --------
A currency analysis for the bank borrowings is shown below:
31 December 31 December
2016 2015
GBP'000 GBP'000
----------------------- ------------ ------------
Pounds Sterling 32,615 32,096
Euros - 2,929
----------------------- ------------ ------------
Total bank borrowings 32,615 35,025
----------------------- ------------ ------------
All bank borrowings are held jointly with Barclays and Royal
Bank of Scotland ('RBS'). The committed facility, totalling
GBP40,000,000, comprises a term loan of GBP10,000,000 (of which
GBP3,750,000 remains outstanding at 31 December 2016 (31 December
2015: GBP6,250,000)), and a revolving credit facility ('RCF') of
GBP30,000,000 (of which GBP29,000,000 was drawn down at 31 December
2016 (31 December 2015: GBP29,000,000)). Both the term loan and the
RCF have a maturity date of 2 July 2018. The GBP10,000,000 term
loan is being repaid on a quarterly basis to maturity, and the
drawn RCF and any further drawings under the RCF are repayable on
maturity of the facility. The facility may be used for deferred
consideration payments on past acquisitions, to fund future
potential acquisitions, and for general working capital
requirements.
Loan arrangement fees of GBP135,000 (31 December 2015:
GBP225,000) are offset against the term loan, and are being
amortised over the period of the loan.
The facility bears variable interest of LIBOR plus a margin of
2.50%. The margin rate is able to be lowered each quarter end
depending on the Group's net debt to EBITDA ratio.
The undrawn amount of the revolving credit facility is liable to
a fee of 40% of the prevailing margin. The Group may elect to
prepay all or part of the outstanding loan subject to a break fee,
by giving 5 business days' notice.
All amounts owing to the bank are guaranteed by way of fixed and
floating charges over the current and future assets of the Group.
As such, a composite guarantee has been given by all significant
subsidiary companies in the UK, USA and Germany.
Contingent deferred consideration represents additional amounts
that are expected to be payable for acquisitions made by the Group
and is held at fair value at the statement of financial position
date. All amounts are expected to be fully paid by August 2017.
All finance lease liabilities fall due within five years. The
minimum lease payments and present value of the finance leases are
as follows:
Minimum lease
payments
--------------------------
31 December 31 December
2016 2015
GBP'000 GBP'000
------------------------------------ ------------ ------------
Amounts due:
Within one year 6 6
Between one and five years 6 12
------------------------------------ ------------ ------------
12 18
Less: finance charges allocated to
future periods (3) (5)
------------------------------------ ------------ ------------
Present value of lease obligations 9 13
------------------------------------ ------------ ------------
The minimum lease payments approximate the present value of
minimum lease payments.
9. Dividends
31 December 31 December
2016 2015
GBP'000 GBP'000
---------------------------------- ------------ ------------
Dividend in respect of the prior
year 292 291
Total dividend paid 292 291
---------------------------------- ------------ ------------
A dividend of GBP292,000 (0.4p per share) was paid during the
current financial year (31 December 2015: GBP291,000). Dividends
were paid to non-controlling interests as shown in the consolidated
statement of changes in equity.
10. Cash generated from operations
31 December 31 December
2016 2015
GBP'000 GBP'000
----------------------------------- ------------------------- ------------
Profit/(loss) before taxation 6,625 (7,446)
Adjustments for:
Depreciation 1,231 770
Amortisation (note 7) 2,451 1,711
Impairment of goodwill * K 3,129
Impairment of intangible assets - 773
Loss on disposal 33 18
Unrealised foreign exchange loss (107) (95)
Share option charges 653 228
Finance income (18) (13)
Finance expenses 1,150 813
Share of profit of associates - (13)
Contingent deferred consideration
revaluations 1,599 (32)
----------------------------------- ------------------------- ------------
13,617 (157)
(Increase)/decrease in trade and
other receivables (3,968) 5,549
Increase/(decrease) in trade and
other payables 1,312 (333)
Movement in provisions (179) (31)
----------------------------------- ------------------------- ------------
Cash generated from operations 10,782 5,028
----------------------------------- ------------------------- ------------
11. Acquisitions
Fairbrother Marsh Company Limited ('FMC')
On 11 March 2016, the Group acquired the outstanding 50%
interest in its Irish media consultancy associate, Fairbrother
Marsh Company Limited ('FMC'). The 50% interest in FMC was acquired
for an initial cash consideration of EUR150,000 (GBP118,000).
EUR643,000 (GBP500,000) in deferred consideration was recognised at
acquisition however, the maximum total purchase consideration is up
to EUR2,000,000 (GBP1,559,000), payable in cash, depending on the
performance of the FMC business during the period ending 31
December 2020.
The fair value of the purchase consideration for the acquisition
of FMC is as follows:
GBP'000
------------------------------------------ --------
Cash 118
Net present value of contingent deferred
consideration(1) 500
------------------------------------------- --------
Total purchase consideration 618
------------------------------------------- --------
1 The fair value of contingent deferred consideration payable is
based on EBIT for the years ending 31 December 2019 and 31 December
2020 with stage payments each year from 2017 onwards based on two
year averages. The potential range of future payments that Ebiquity
plc could be required to make under the contingent consideration
arrangement is between GBPnil and GBP1,441,000 and will be paid in
cash. All contingent deferred consideration payments are expected
to be paid by June 2021.
The carrying value and the provisional fair value of the net
assets recognised at the date of acquisition are as follows:
Carrying Fair value
value adjustments(1) Fair value
GBP'000 GBP'000 GBP'000
------------------------------------ ----------- ----------------- -------------
Customer relationships - 142 142
Brands - 83 83
Property, plant and equipment 10 - 10
Trade and other receivables 140 - 140
Cash and cash equivalents 162 - 162
Trade and other payables (250) (27) (277)
Deferred tax liabilities - (28) (28)
------------------------------------ ----------- ----------------- -------------
Net assets acquired 62 170 232
Fair value of 50% previously
held equity interest(2) (40)
Goodwill arising on acquisition(3) 426
------------------------------------ ----------- ----------------- -------------
Total purchase consideration 618
------------------------------------ ----------- ----------------- -------------
1 The fair value adjustments relate to the finalisation of the
allocation of the purchase consideration accounting for intangible
assets (customer relationships and brands), trade and other
payables and deferred tax liabilities. The fair value of trade and
other receivables includes trade receivables with a fair value and
gross contractual value of GBP94,000.
2 A loss of GBP5,000 was recognised and charged to the income
statement on the disposal of the original 50% previously held
equity interest in FMC.
3 The goodwill recognised of GBP426,000 is attributable to the
assembled workforce, expected synergies and other intangible
assets, which do not qualify for separate recognition. None of the
goodwill arising from the acquisition is expected to be tax
deductible.
FMC contributed GBP519,000 to revenue and GBP62,000 to profit
before tax for the period between the date of acquisition and the
year ended 31 December 2016. If the above transaction had been
completed on 1 January 2016, management estimates Group revenue
would have been GBP83,640,000 and Group operating profit before
highlighted items would have been GBP12,922,000 during the
financial year to 31 December 2016.
Acquisition-related costs of GBP20,000 were charged to the
Group's financial statements as administrative expenses during the
year ended 31 December 2016. Refer to note 3 "highlighted items"
for further details.
Fairbrother Iberica and Partners SL
On 15 December 2015, the Group acquired the remaining 35% in its
subsidiary undertaking, Fairbrother Iberica and Partners SL, from
the minority shareholder for cash consideration of EUR60,000
(GBP43,000). Subsequently, Fairbrother Iberica and Partners SL was
liquidated and its business and assets were transferred to Media
Value SL.
12. Events after the reporting period
There have been no events after the reporting period requiring
disclosure.
13. Financial Information
The financial information included in this report does not
amount to full financial statements within the meaning of Section
434 of Companies Act 2006. The financial information has been
extracted from the Group's Annual Report and financial statements
for the period ended 31 December 2016, on which an unqualified
report has been made by the Company's auditors,
PricewaterhouseCoopers LLP. Financial statements for the period
ended 31 December 2016 have been delivered to the Registrar of
Companies; the report of the auditors on those accounts was
unqualified and did not contain a statement under Section 498 of
the Companies Act 2006. The 31 December 2016 statutory accounts are
expected to be published on 12 April 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FDLLLDXFFBBQ
(END) Dow Jones Newswires
March 28, 2017 02:01 ET (06:01 GMT)
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