Final Results

RNS Number : 2337U

Ebiquity PLC

28 July 2015

Ebiquity plc

Final Results for the year ended 30 April 2015

Continued revenue growth, strong new business pipeline, maiden dividend

Ebiquity plc, the independent marketing performance specialists, announces final results for the year ended 30 April 2015. Ebiquity provides services to more than 1,100 clients across 70 countries, including over 85% of the top 100 global advertisers.

Strong full year financial performance and double-digit revenue growth

· Revenue up 11% on a constant currency* basis to £76.3m (2014: £68.5m), up 8% to £73.9m (2014: £68.5m) on a reported basis

· Like for like* revenue up 8% on constant currency basis

· Underlying operating profit up 12% to £12.9m at constant currency and £11.7m (2014: £11.3m) on a reported basis

· PBT up 64% at constant currency basis to £5.6m (2014: £3.4m) ,up 38% to £4.7m (2014: £3.4m) on a reported basis

· Underlying diluted EPS up 14% on a constant currency basis to 11.55p (2014: 10.11p), up 6% to 10.71p (2014: 10.11p) on a reported basis

· Recommended maiden dividend of 0.4p reflecting confidence in the Group's future

Progress across all divisions with demand increasing significantly for data and analytics segments

· Demand continuing to increase for Media Value Measurement ("MVM") and Marketing Performance Optimization ("MPO") divisions

· Market Intelligence ("MI") significantly improved client renewal rate to 95% (2014: 87%) and ongoing enhancement programme expected to return the division to modest growth in 2016

· Strong pipeline of domestic and international business across the Group in line with developing market dynamics

· Media Value SL acquired to strengthen Ebiquity's leading European position in marketing and media data analytics

· Appointed two Non-Executive Directors to strengthen the Board

*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.

Constant currency is calculated by taking current year denominated results restated at last year's foreign exchange rates.

Michael Greenlees, CEO, commented:

"Ebiquity has delivered another excellent full year performance with double-digit revenue and profit growth. Our maiden dividend marks an important milestone and demonstrates the Board's confidence in the Company's potential for continued growth and expansion.

"The positive current market dynamics are closely aligned to our sector-leading service offering and position Ebiquity at the forefront of global marketing and data analytics. We have continued to gain client traction as companies place increasing importance on gaining competitive advantage from the efficient use and analysis of data and marketing investments."

"The strategic initiatives implemented across all three divisions throughout the year, combined with our strong new business pipeline, enable us to look forward to the future with confidence."

28 July 2015

Enquiries:

Ebiquity	020 7650 9600
Michael Greenlees, CEO
Andrew Beach, CFOO

Instinctif Partners	020 7457 2020
Matthew Smallwood Guy Scarborough

Numis Securities	020 7260 1000
Nick Westlake (NOMAD)
David Poutney, James Serjeant (Corporate Broker)

Chairman's Statement

This year we have delivered another set of strong results, growing revenues to £73.9m and underlying operating profit to £11.7m. We now have a proud track record of seven years of consistent year on year growth. We have entered the new financial year with a pipeline of new business opportunities that we are confident will underpin our future growth.

I am also very pleased to announce our maiden dividend of 0.4p per share. As we have already announced, it is the Board's intention to adopt a progressive dividend policy in the coming years in order to provide a return to shareholders in line with our strengthening financial performance.

What is perhaps most encouraging is the clear evidence that market dynamics continues to create a very positive trading environment for Ebiquity.

The marketing landscape for our clients continues to become increasingly complex as channels and platforms multiply, data proliferates and becomes the main driving force of 'programmatic' targeting and trading. Ebiquity's purpose is to help our clients to not only understand but to exploit this evolving marketing landscape, and to be their invaluable data analytics partner across all marketing channels.

During the year we conducted research that clearly indicates the growing importance that our clients attribute to gaining a greater competitive advantage from their use and analysis of data; perhaps even more importantly they seek greater transparency and efficiency from their media investments. To achieve this they need a genuinely independent perspective and this is provided by our impartial analytics and trusted advice.

Current market trends play to our strengths and underline the importance of the investment decisions we have taken to ensure we remain a leader in our sector and that we continue to provide our clients with the insights they seek.

Our decision to focus on the growth opportunities within our Marketing Performance Optimization (MPO) segment is beginning to reap reward. This is the second full year in which we have enjoyed high double digit revenue growth. Our growth strategy centres on the increasing development of this segment as we aim to be a global leader in performance measurement.

Although the results from our Market Intelligence (MI) segment were disappointing we are confident that the steps being taken to upgrade the delivery platform will see us generate a more positive performance in the coming year.

Separately we have announced our intention to change the Company's financial year and financial reporting cycle and adopt the calendar year as its financial year. As March and April are traditionally our busiest months for new business and contract renewals, this makes a year end closing on 30 April more complex and challenging. The Board believes that a change to a December year end will provide greater certainty of year-end out-turn earlier within the Company's financial year. This should enable the Company to provide clearer and more timely shareholder communications and will give management greater flexibility as they take steps to execute the Company's business plan. We plan to report our results for the 8-month period from 1 May 2015 to 31 December 2015 in March 2016.

As always we are dependent on our employees around the world. It is their professionalism and commitment that enables us to deliver the quality of advice and service our clients now require. I cannot write this statement without acknowledging the sadness felt by our entire London team at the tragic death of their much-loved and missed colleague Joe Burgess earlier this year. Joe was young, but had already established a career with us and built a reputation with clients and colleagues alike for his professionalism and good nature. Our thoughts remain with his family, friends and team.

I am delighted that during the year we welcomed Julie Baddeley and Tom Alexander to the Board as non-executive directors. They bring important new skills and experience and I look forward to working with them.

In the coming year we will continue to invest in strengthening our skills in order to maintain our competitive advantage as one of the most respected independent marketing analytics partners for brands worldwide.

The final months of 2014/15 were extremely active with a significant volume of new business. We therefore begin 2015/16 with a level of visibility on our revenue potential, which together with the fact that our acquisitions continue to perform well, gives us confidence about the year ahead.

Michael Higgins

Chairman

27 July 2015

Strategic Report

Background

Marketing continues to change dramatically as companies seek to achieve increased competitive advantage through a deeper understanding of their customers' purchasing behaviour, developing better targeted messages and by ensuring a better return on their investment in advertising and media.

Our financial year 2014/15 was one in which our unique position as an independent provider of critical insights, based on independent data analytics, began to show clear evidence of increasing client traction with higher levels of revenue growth than we have witnessed in the recent history of the Company.

Research recently conducted by the CMO Council on behalf of Ebiquity has shown that seven out of ten global CMOs plan to appoint external consultancies to help to manage their consumer data, with almost eight in ten planning to work with external partners to automate and personalise their marketing programmes. It is this, together with the increasing drive for greater transparency and accountability in the media trading market, that continues to drive our business forward.

Ebiquity now works with over 1,100 clients worldwide in over 70 countries from 20 offices, providing independent marketing analytics and insights across the marketing and media landscape.

The increasing proliferation of digital channels has imposed significant challenges on all marketers. Ebiquity's unique depth of knowledge across markets and categories has helped our clients achieve better results by benchmarking their performance against market norms and helping set clear measurable objectives.

The box opposite highlights a number of articles from Response magazine, Ebiquity's quarterly journal. These articles have been included in this report and will help our various stakeholders gain a greater understanding of the markets in which we operate.

Our Business

Ebiquity's clients are primarily the CEOs, CMOs, CTOs and procurement officers of both domestic and global businesses with over 78% of our business now coming from international assignments. We engage with them in a number of ways:

· We manage and analyse a vast range of data from multiple sources, helping to bring greater clarity to their business model. We determine what aspects of their marketing mix delivers the best results and establish how to deploy their marketing investment in order to maximise performance and create greatest efficiencies across the marketing chain. We also ensure they have the right analytics tools and technology to measure performance. We call this Marketing Performance Optimization.

· We support our clients by helping to create transparent and accountable relationships with their media supply partners, including agencies and other vendors. We help measure and benchmark media buying performance against market norms. We help determine appropriate media choices to ensure improved customer engagement and we help deliver on-going and long term improvements in overall media performance. We also help our clients select the right partners for their needs, ensure that they have the right contracts in place and audit contract compliance by their media agencies. We call this Media Value Measurement.

· Our unique database of worldwide advertising and media pricing in up to 80 markets enables us to help our clients understand the competitive landscape in near real time, determine pricing and promotional policies and develop competitive strategies. We help our clients measure their reputation and understand how social media affects it, and we help our clients ensure that their brand is protected from misuse by third parties. We call this Market Intelligence.

We combine these skills to provide a unique combination of expertise and objective data-insights to help improve our clients' marketing performance. In doing so, we build lasting client relationships with highly recurring assignments and projects by providing an increasing range of services frequently across multiple geographies.

Our Strategy

Our vision is to be the most respected, independent marketing analytics partner for brands and businesses worldwide.

In doing so, we aim to help our clients:

· Achieve greater insights into the marketing landscape

· Make better informed decisions

· Achieve the best return on their media and marketing investments

· Continuously improve their business performance

· Monitor competitors' advertising strategy and investments

· Understand the value of their business and brand reputation

We achieve this as follows:

BUILD - data, analytics and software capabilities that will enable us to provide our clients with the insights that they need to achieve their objectives and improve their performance

GROW - our international footprint to ensure that we can serve the needs of our global clients in geographies that are important to them and in the process to provide a seamless global service.

INCREASE - our brand profile and reputation to help achieve a worldwide competitive advantage.

DEVELOP - the skills and talent of our people to enable them to help drive our business by providing our clients with significant added value.

Summary of results

We have delivered a strong set of results for the year ended 30 April 2015:

· Reported revenue growth of 7.9%, with growth of 11.5% on a constant currency basis

· Underlying operating profit growth of 3.4%, with growth of 12.1% on a constant currency basis

· MVM like for like constant currency* revenue growth of 10.6%

· MPO like for like constant currency revenue growth of 42.0%

· MI like for like constant currency revenue decline of 2.5%

· MVM and MPO together account for 65.1% of revenue (2014:60.3%)

· Underlying diluted EPS growth of 5.9% to 10.71p

· Underlying cash from operations up 19.3% to £10.3m

· Maiden dividend of 0.4p per share to be recommended

*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.

Constant currency is calculated by taking current year denominated results restated at last year's foreign exchange rates.

All results are reported before taking into account highlighted items, unless otherwise stated. These highlighted items include share based payment expenses, amortisation of purchased intangible assets, acquisition costs, restructuring and other non-recurring items.

The table below sets out our revenue growth by segment:

	MVM	MI	MPO	TOTAL

Reported revenue growth	9.8%	-5.1%	67.4%	7.9%
Constant currency revenue growth	14.5%	-2.5%	67.5%	11.5%
Like for like revenue growth at constant currency	10.6%	-2.5%	42.0%	8.1%

The table below sets out our results on a reported and constant currency basis:

	2015 (constant currency) £'000s	2015 (as reported) £'000	2014 (as reported) £'000

Revenue	76,292	73,874	68,452
Underlying operating profit	12,710	11,729	11,339
Underlying operating profit margin %	16.7%	15.9%	16.6%

At constant currency rates revenue has grown by 11.5% and operating profit by 12.1% with a resulting increase in operating margin.

The reported results reflect both the continued impact of foreign exchange on our recent performance (the average rate of the US Dollar moved from 1.6011 to 1.5984 and average rate of the Euro moved from 1.1884 to 1.2881), together with the planned investment in people and technology made in this financial year.

We enjoyed particularly strong growth in both MVM and MPO - which together account for 65% of our Group (2014: 60%) - with combined like for like constant currency revenue growth rates of 14.7%. Overall growth for the year was held back as a result of revenue erosion in the MI segment where we operate in a highly competitive market. In response to changing client needs we are enhancing our delivery platform.

The underlying operating profit margin has declined from 16.6% to 15.9%. However, on a constant currency basis our operating margin has risen slightly from 16.6% to 16.7%. The decline in operating margins results largely from the adverse currency fluctuations but it also impacted by an ongoing investment programme in our Market Intelligence offering and investment in a number of our teams across multiple areas of the Group.

Underlying gross margins have remained constant at 56.2%, with EBITDA margin declining slightly from 18.7% to 18.2%. On a constant currency basis EBITDA margin has risen to 19.1%.

Revenue & operating profit

The table below sets out our results on a reported and constant currency basis by segment:-

Revenue	2015 (constant currency) £'000s	2015 (as reported) £'000	2014 (as reported) £'000

Media Value Measurement	41,750	40,046	36,477
Marketing Performance Optimisation	8,064	8,060	4,813
Market Intelligence	26,478	25,768	27,162

Total	76,292	73,874	68,452

Operating Profit	2015 (constant currency) £'000s	2015 (as reported) £'000	2014 (as reported) £'000

Media Value Measurement	11,895	11,224	10,289
Marketing Performance Optimisation	2,909	2,905	1,523
Market Intelligence	3,750	3,447	4,801
Central costs	(5,844)	(5,847)	(5,274)

Total	12,710	11,729	11,339

Acquisitions in the year

On 26 February 2015, we acquired 100% of Media Value SL, incorporated in Spain (together with its subsidiaries, "Media Value") for total expected consideration of £3.9m (sterling equivalent) consisting of upfront consideration of £0.5m and estimated earn out payments of £3.4m. Total consideration is capped at approximately £4.4m (€6.0m).

Media Value comprises two divisions. The first is a leading independent media auditing and benchmarking business which is consolidated into our MVM segment. The second is an ROI/effectiveness practice, which is included in our MPO segment. Media Value has offices in Madrid, Barcelona and Lisbon.

MVM - Media Value Measurement (54% of total revenue)

The market for our media services continues to remain strong as clients seek more control over their advertising investments and demand a higher degree of accountability and transparency at both a domestic and international level. These are our core strengths.

	2015	2014
	(as reported)	(as reported)
	£'000	£'000

Revenue	40,046	36,477
Operating profit	11,224	10,289
Operating profit margin %	28.00%	28.20%

We continue to see strong performance from our MVM segment with revenue up 10%. On a like for like constant currency basis, the segment has seen growth of 11% with strong performances in particular from a number of our European and US offices reflecting a growing trend for advertisers to seek independent advice and verification of both the value and efficacy of their media buying programs.

In addition, we have seen strong growth from FirmDecisions reflecting the increasing demand for agency compliance audits.

Operating profit margins have been broadly held to those reported in the prior year, despite adverse currency movements. This reflects the investment we have made to strengthen our teams in the UK, Continental Europe and the US combined with the enhancement of our technology.

MPO - Marketing Performance Optimization (11% of total revenue)

Demand for our MPO products and services continue to grow strongly as brand-owners demand greater visibility over the return-on-investment of their marketing budgets and better technology and data analytics tools. This trend is strengthening as technology plays a greater role in marketing.

	2015 (as reported) £'000	2014 (as reported) £'000

Revenue	8,060	4,813
Operating profit	2,905	1,523
Operating profit margin %	36.0%	31.6%

Our MPO segment has performed exceptionally well in the financial year, with revenues increasing by 67% on a reported basis and 42% on a like for like constant currency basis. Despite the ongoing investment in our teams to meet the increasing demands, the significant revenue growth has enabled our operating margin to increase to 36%.

The MPO segment will be a key area of expansion for the business in the coming financial year, as we seek to leverage and expand our current offering into new markets.

MI - Market Intelligence (35% of total revenue)

As channels proliferate, brand-owners have to spread their costs across an ever-wider range of data sources and they often seek lower-cost solutions for their data and information services. There is, however, a strong appetite for digital data which we are addressing during 2015/16.

	2015 (as reported) £'000	2014 (as reported) £'000

Revenue	25,768	27,162
Operating profit	3,447	4,801
Operating profit margin %	13.4%	17.7%

Performance in our Market Intelligence segment has been disappointing, with revenues down 2.5% on a constant currency basis, but the rate of decline is slower than in the prior year. Whilst we have managed our cost base carefully, holding costs flat compared with last year, we have not been able to offset the revenue decline and this has reduced our operating profit margin.

Over the past year we have developed our new Portfolio product and this is currently being rolled out to clients. We continue to invest in our Portfolio product and will introduce more comprehensive digital monitoring by the end of the current financial year.

Retention of existing clients has substantially improved during the year - with a renewal rate (by value) of 95% (2014: 87%). A significant proportion of our contracts run on a calendar year, meaning the improvement in retention rate will positively impact the current financial year.

Central costs

2015

£'000

2014

£'000

Central costs

5,847

5,274

Central costs include central salaries (Board, Finance, IT and HR), legal and advisory costs and property costs. Central costs have increased by £0.5m due to increases in staff costs of £0.1m, £0.1m increase in property costs, £0.1m of foreign exchange losses, in addition to a £0.2m accrual written back in the prior year.

Result before tax

	2015 £'000	2014 £'000

Underlying operating profit	11,729	11,339
Highlighted items	(5,913)	(6,727)
Reported operating profit	5,816	4,612
Net finance costs	(1,171)	(1,191)
Share of profit of associates	12	19
Reported profit before tax	4,657	3,440
Underlying profit before tax	10,570	10,167

Highlighted items total £5.9m, which includes £2.0m of purchased intangible asset amortisation, £1.4m of share option charges, £0.4m of refinancing costs and £0.5m adjustments to fair value of deferred consideration as a result of strong performance from our recent acquisitions. Other items included within highlighted items are office relocation costs, professional fees in relation to acquisitions and the costs of management restructuring.

Net finance costs were £1.2m (2014: £1.2m), a slight decline despite an increase in net debt from the previous year due to more favourable terms negotiated as part of the refinancing of our banking facilities.

Reported profit before tax is up 35% to £4.7m (2014: £3.4m) as a result of the increase in underlying operating profit combined with lower highlighted items.

Taxation

The total tax charge for the year is £0.5m (2014: £nil) representing a current tax charge of £1.1m (2014: £0.9m) and a deferred tax credit of £0.6m (2014: £0.9m).

The tax charge on underlying profits for the year is £1.7m (2014: £2.0m), representing a current tax charge of £1.5m (2014: £1.8m) and a deferred tax charge of £0.2m (2014: £0.2m). This is an effective tax rate on underlying profits of 16.0% (2014: 20.1%). The effective tax rate is lowered by £1.4m of over provisions from the prior year and provision releases. Excluding the impact of these, the effective tax rate on underlying profits was 28.9%.

Dividend

The Board is recommending the payment of a final dividend of 0.4 pence per share for the year ended 30 April 2015, reflecting our level of business maturity and expected future performance. This represents the commencement of a progressive dividend policy. If shareholders approve this payment at the AGM on 15 September 2015, the dividend will be paid on 9 October 2015 to all shareholders who were on the Register of Members at close of business on 18 September 2015.

Equity

During the year, 314,130 shares were issued upon the exercise of employee share options and 966,413 new shares were issued to acquire shares from the minority shareholder in Ebiquity Germany GmbH increasing our holding to 94.03%.

These events resulted in an increase in our share capital to 76,771,654 ordinary shares (30 April 2014: 75,491,111).

Earnings per share

Underlying diluted earnings per share was 10.71p (2014: 10.11p). This is an increase of 6% over the prior year, reflecting the positive impact of the continued high profitability of the majority of the segments, the impact of recent acquisitions along with the release of tax provisions (as previously described), offset by an increase in central costs.

The Group reports diluted earnings per share of 4.65p (2014: 3.99p), increased from the prior year due to the improved underlying profitability as well as lower highlighted items.

Cash conversion

	2015 £'000	2014 £'000

Reported cash from operations	7,927	6,799

Underlying cash from operations	10,345	8,672
Underlying operating profit	11,729	11,339
Cash conversion	88.2%	76.5%

Underlying cash from operations represents the cash flows from operations excluding the impact of highlighted items. The underlying net cash inflow from operations has improved significantly to £10.5m (2014: £8.7m).

After highlighted items are considered, reported net cash inflow from operations for the period was up 18% to £8.0m (2014: £6.8m).

Due to stronger working capital management in the period, cash conversion has improved significantly.

Net debt and banking facilities

	2015 £'000	2014 £'000

Net Cash	7,884	6,521
Bank debt¹	(34,576)	(29,321)
Net debt	(26,692)	(22,800)

¹Bank debt on the Balance Sheet at 30 April 2015 is shown net of £0.3m (2014: £0.1m) 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.

On 2 July 2014, we refinanced our banking facilities with Barclays and Royal Bank of Scotland and on 7 July 2014 we drew down on these new facilities. The new committed facility, totalling £40.0m, comprises a term loan of £10.0m (of which all was drawn on refinance) and a revolving credit facility ("RCF") of £30.0m (of which £20.8m was drawn on refinance). Both the term loan and the RCF have a maturity date of 2 July 2018. The £10.0m 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.

At 30 April 2015, our total drawn facilities comprised £8.1m of term loan and £26.5m of RCF.

During the year the Group continued to trade within all of its banking facilities and associated covenants. Net debt to EBITDA remains at less than two times.

Statement of financial position and net assets

Net current assets as at 30 April 2015 increased by £5.8m to £10.0m and total net assets increased by £4.1m or 9% compared with 30 April 2014 primarily as a result of the improved performance of the Group including the impact of the recent acquisitions.

Goodwill as at 30 April 2015 was £58.1m (30 April 2014: £55.1m) with the increase due to the acquisition of Media Value. Management undertakes an annual impairment review of goodwill. Three cash generating units within the MI segment are sensitive to movements in management's forecast of future performance. We have performed additional sensitivity analysis of the underlying assumptions and believe that the results of this analysis, together with the actions being taken to improve the MI segment performance, currently supports the goodwill carrying value.

Deferred contingent consideration has increased by a net £0.3m since 30 April 2014, due to the acquisition of Media Spain and increases in the provision for deferred consideration for recent acquisitions being offset by the settlement of deferred consideration. During the year, earn out payments totalling £5.2m were made. Remaining deferred consideration is currently estimated to be £9.0m which relates to our four most recent acquisitions, £4.9m of which is forecast to be settled in the next 12 months.

Outlook

By order of the Board

Michael Greenlees Andrew Beach

Chief Executive Officer Chief Financial and Operating Officer

27 July 2015

Consolidated Income Statement for the year ended 30 April 2015

		Year ended 30 April 2015			Year ended 30 April 2014
		Before	Highlighted		Before	Highlighted
		highlighted	items		highlighted	items
		items	(note 3)	Total	items	(note 3)	Total
	Note	£'000	£'000	£'000	£'000	£'000	£'000


Revenue		73,874	-	73,874	68,452	-	68,452

Cost of sales		(32,383)	-	(32,383)	(30,008)	-	(30,008)

Gross profit		41,491	-	41,491	38,444	-	38,444

Administrative expenses		(29,762)	(5,913)	(35,675)	(27,105)	(6,727)	(33,832)

Operating profit		11,729	(5,913)	5,816	11,339	(6,727)	4,612

Finance income		8	-	8	15	-	15
Finance expenses		(1,179)	-	(1,179)	(1,206)	-	(1,206)
Net finance costs		(1,171)	-	(1,171)	(1,191)	-	(1,191)

Share of profit of associates		12	-	12	19	-	19

Profit before taxation		10,570	(5,913)	4,657	10,167	(6,727)	3,440

Taxation (charge)/credit	4	(1,693)	1,155	(538)	(2,041)	2,046	5

Profit for the year		8,877	(4,758)	4,119	8,126	(4,681)	3,445

Attributable to:
Equity holders of the parent		8,346	(4,723)	3,623	7,661	(4,637)	3,024
Non-controlling interests		531	(35)	496	465	(44)	421
		8,877	(4,758)	4,119	8,126	(4,681)	3,445


Earnings per share
Basic	5			4.78p			4.06p
Diluted	5			4.65p			3.99p

Consolidated Statement of Comprehensive Income for the year ended 30 April 2015

	Year ended 30 April 2015	Year ended 30 April 2014
	£'000	£'000

Profit for the year	4,119	3,445

Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss
Exchange differences on translation of overseas subsidiaries	350	(1,929)
Movement in valuation of hedging instruments	52	93
	402	(1,836)

Total comprehensive income for the year	4,521	1,609

Attributable to:
Equity holders of the parent	4,025	1,146
Non-controlling interests	496	463
	4,521	1,609

Consolidated Statement of Financial Position as at 30 April 2015

Company number: 03967525		30 April 2015	30 April 2014
	Note	£'000	£'000
Non-current assets
Goodwill	6	58,096	55,121
Other intangible assets	7	15,178	14,426
Property, plant and equipment		3,194	3,162
Investment in associates		32	87
Deferred tax asset		1,408	1,377
Total non-current assets		77,908	74,173

Current assets
Trade and other receivables		29,879	26,865
Cash and cash equivalents		9,295	6,521
Total current assets		39,174	33,386

Total assets		117,082	107,559

Current liabilities
Trade and other payables		(7,4809)	(8,370)
Accruals and deferred income		(11,510)	(10,838)
Financial liabilities	8	(8,761)	(7,747)
Current tax liabilities		(1,280)	(1,764)
Provisions		(121)	(465)
Total current liabilities		(29,161)	(29,184)

Non-current liabilities
Financial liabilities	8	(35,957)	(30,360)
Provisions		(485)	(610)
Deferred tax liability		(2,821)	(2,888)
Total non-current liabilities		(39,263)	(33,858)

Total liabilities		(68,424)	(63,042)

Total net assets		48,658	44,517

Equity
Ordinary shares		19,193	18,873
Share premium		11,657	10,750
Convertible loan note reserve		-	-
Other reserves		772	367
Retained earnings		16,012	13,810
Equity attributable to the owners of the parent		47,634	43,800
Non-controlling interests		1,024	717
Total equity		48,658	44,517

Consolidated Statement of Changes in Equity for the year ended 30 April 2015

	Note	Ordinary shares	Share premium	Convertible loan note reserve	Other reserves	Retained earnings	Total	Non-controlling interests	Total equity
		£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
1 May 2013		15,090	4,588	9,445	2,136	10,496	41,755	361	42,116
Profit for the year		-	-	-	-	3,024	3,024	421	3,445
Other comprehensive (loss)/income		-	-	-	(1,878)	-	(1,878)	42	(1,836)
Total comprehensive (loss)/income for the year		-	-	-	(1,878)	3,024	1,146	463	1,609
Shares issued for cash		307	67	-	109	(93)	390	-	390
Acquisition of non-controlling interest		25	101	-	-	(157)	(31)	(47)	(78)
Conversion of loan note		3,451	5,994	(9,445)	-	-	-	-	-
Share options charge		-	-	-	-	337	337	-	337
Deferred tax on share options		-	-	-	-	203	203	-	203
Dividends paid to non-controlling interests		-	-	-	-	-	-	(60)	(60)
30 April 2014		18,873	10,750	-	367	13,810	43,800	717	44,517
Profit for the year		-	-	-	-	3,623	3,623	496	4,119
Other comprehensive income		-	-	-	402	-	402	-	402
Total comprehensive income for the year		-	-	-	402	3,623	4,025	496	4,521
Shares issued for cash		79	110	-	3	(3)	189	-	189
Acquisition of non-controlling interest		241	797	-	-	(2,563)	(1,525)	113	(1,412)
Share options charge		-	-	-	-	1,215	1,215	-	1,215
Deferred tax on share options		-	-	-	-	(70)	(70)	-	(70)
Dividends paid to non-controlling interests		-	-	-	-	-	-	(302)	(302)
30 April 2015		19,193	11,657	-	772	16,012	47,634	1,024	48,658

Consolidated Cash Flow Statement for the year ended 30 April 2015

		Year ended	Year ended
	Note	30 April 2015	30 April 2014
		£'000	£'000
Cash flows from operating activities
Cash generated from operations	9	7,927	6,799
Finance expenses paid		(1,242)	(856)
Finance income received		8	15
Income taxes paid		(1,618)	(1,159)
Net cash generated from operating activities		5,075	4,799

Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired		(5,248)	(9,230)
Proceeds from disposal of investments		68	-
Purchase of property, plant and equipment		(1,464)	(1,756)
Purchase of intangible assets	7	(1,664)	(796)
Net cash used in investing activities		(8,308)	(11,782)

Cash flows from financing activities
Proceeds from issue of share capital (net of issue costs)		252	326
Proceeds from bank borrowings		36,703	10,766
Repayment of bank borrowings		(31,107)	(3,937)
Bank loan fees paid		(360)	-
Interest rate swap closure		(29)	-
Acquisition of interest in a subsidiary from non-controlling interests		(282)	(78)
Dividends paid to non-controlling interests		(259)	(60)
Capital repayment of finance leases		(197)	(202)
Net cash flow generated from financing activities		4,721	6,815

Net increase/(decrease) in cash, cash equivalents and bank overdrafts		1,488	(168)
Cash, cash equivalents and bank overdraft at beginning of year
		6,521	7,109
Effect of unrealised foreign exchange losses		(125)	(420)
Cash, cash equivalents and bank overdraft at
end of year		7,884	6,521

Notes to the Consolidated Financial Statements for the year ended 30 April 2015

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 over 15 offices across 14 countries. During the year, the Group acquired Media Value S.L.U and its subsidiaries (Media Value), a business with a media auditing division and a ROI/effectiveness division, with offices in Madrid, Barcelona and Lisbon.

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.

Basis of preparation

These 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 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.

Going concern

The directors, after making appropriate enquiries, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

The Group holds bank borrowings which are subject to quarterly covenant tests. The directors have a reasonable expectation that the covenants will be met for the foreseeable future. Further information on the Group's borrowings is given in Note 18.

Significant accounting policies

The principal accounting policies adopted in these consolidated financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

Changes in accounting policies

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 May 2014 that have had a material impact on the group.

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.

Business combinations

Acquisition method of accounting

The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities assumed, and equity instruments issued by the Group in exchange for control of the acquiree. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. All costs directly attributable to the business combination are recorded as incurred in the Income Statement within highlighted items.

Where the consideration for the acquisition includes a contingent deferred consideration arrangement, this is measured at fair value at the acquisition date. Any subsequent changes to the fair value of the contingent deferred consideration are adjusted against the cost of the acquisition if they occur within the measurement period. Any subsequent 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. The carrying value of contingent deferred consideration at the Balance Sheet date represents management's best estimate of the future payment at that date, based on historical results and future forecasts.

The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling interest's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Investments in associates

An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee generally accompanying a shareholding of between 25% and 50% of the voting rights. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Investments in associates are carried in the statement of financial position at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate) are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group's share of the fair values of the identifiable net assets of the associate at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment annually.

Where a group company transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate. Losses may provide evidence of an impairment of the asset transferred in which case appropriate provision is made for impairment.

Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment at least annually. Any impairment is recognised immediately in the Income Statement and is not subsequently reversed.

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Income is recognised evenly over the period of the contract for our Market Intelligence businesses, and in accordance with the stage of completion of the contract activity for our Media Value Measurement and Marketing Performance Optimization businesses. The stage of completion is determined relative to the total number of hours expected to complete the work or provision of services. Where recorded revenue exceeds amounts invoiced to clients, the excess is classified as accrued income and where recorded revenue is less than amounts invoiced to clients, the difference is classified as deferred income.

Where services are performed by an indeterminate number of acts over a specific period, revenue is recognised on a straight-line basis over the specific period unless there is evidence that some other method better represents the stage of completion.

If the outcome of a contract cannot be estimated reliably, the contract revenue is recognised to the extent of contract costs incurred that it is probable would be recoverable. Costs are recognised as an expense in the period in which they are incurred.

Finance income and expenses

Finance income and expense represents interest receivable and payable. Finance income and expense is recognised on an accruals basis, based on the interest rate applicable to each bank or loan account.

Foreign currencies

For the purposes of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of transactions. At each year end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the year end date.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the year end date. Income and expense items are translated at the average exchange rate for the period, which approximates to the rate applicable at the dates of the transactions.

The exchange differences arising from the retranslation of the year end amounts of foreign subsidiaries and the difference on translation of the results of those subsidiaries into the presentational currency of the Group are recognised in the translation reserve. All other exchange differences are dealt with through the Income Statement.

Highlighted items

Highlighted items comprise non-cash charges and non-recurring items which are highlighted in the Income Statement as separate disclosure is considered by the directors to be relevant in understanding the underlying performance of the business. The non-cash charges include share option charges and amortisation of purchased intangibles.

The non-recurring items include the costs associated with potential acquisitions (where formal discussion is undertaken), completed acquisitions and their subsequent integration into the Group, adjustments to the estimates of deferred consideration on acquired entities, asset impairment charges and other significant one off items. Costs associated with ongoing market landscaping, acquisition identification and early stage discussions with acquisition targets are reported in underlying administrative expenses.

Taxation

The tax expense included in the Income Statement comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted by the year end date.

The Group is subject to corporate taxes in a number of different jurisdictions and judgement is required in determining the appropriate provision for transactions where the ultimate tax determination is uncertain. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and estimable. Where the final outcome of such matters differs from the amount recorded, any differences may impact the income tax and deferred tax provisions in the period in which the final determination is made.

Tax is recognised in the Consolidated Income Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Using the liability method, deferred tax is provided on all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases, except for differences arising on:

· the initial recognition of goodwill;

· the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

· investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The recognition of deferred tax assets is reviewed at each year end date.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the year end date and are expected to apply when the deferred tax liabilities/assets are settled/recovered.

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

· the same taxable group company; or

· different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives and is recognised in the Income Statement within administrative expenses. The rates generally applicable are:

Motor vehicles	25% per annum reducing balance
Fixtures, fittings and equipment	7% to 20% per annum straight line; or 25% per annum reducing balance
Computer equipment	25% to 40% straight line
Short leasehold land and buildings improvements	Over the shorter of the life or the estimated useful life of the lease

Other intangible assets

Internally-generated intangible assets - development expenditure

Internally generated intangible assets relate to bespoke computer software and technology developed by the Group's internal software development team.

An internally-generated intangible asset arising from the Group's development expenditure is recognised only if all of the following conditions are met:

· It is technically feasible to develop the asset so that it will be available for use or sale;

· Adequate resources are available to complete the development and to use or sell the asset;

· There is an intention to complete the asset for use or sale;

· The Group is able to use or sell the intangible asset;

· It is probable that the asset created will generate future economic benefits; and

· The development cost of the asset can be measured reliably.

Internally-generated intangible assets are amortised on a straight-line basis over their useful lives. Amortisation commences when the asset is available for use and useful lives range from 1-5 years. The amortisation expense is included within administrative expenses. Where an internally-generated intangible asset cannot be recognised, development expenditure is recognised as an expense in the period in which it is incurred.

Purchased intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives, which vary from 3 to 10 years. The amortisation expense is included as a highlighted item within the administrative expenses line in the Income Statement. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques. The significant intangibles recognised by the Group are customer relationships.

Computer software

Purchased computer software intangible assets are amortised on a straight-line basis over their useful lives which vary from 2 to 5 years.

Impairment

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such condition exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, estimates are made of the cash flows of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value, less costs to sell, and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a discount rate appropriate to the specific asset or cash generating unit.

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying value of the asset or cash generating unit is reduced to its recoverable amount. Impairment losses are recognised immediately in highlighted items in the Income Statement.

In respect of assets other than goodwill, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if the impairment loss had been recognised.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

The Group classifies its financial assets as 'loans and receivables'. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the Income Statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Financial liabilities

Financial liabilities are initially recognised at fair value. Interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. "Finance expense" in this context includes initial transaction costs as well as any interest or coupon payable while the liability is outstanding.

Forward currency contracts and interest rate swaps are carried at fair value with changes in fair value being reflected in the Statement of Comprehensive Income, and are classified within other financial assets and liabilities as appropriate.

The convertible loan notes in the prior year possess all the characteristics of an equity instrument and have therefore been classified as such.

Bank borrowings

Interest bearing borrowings are initially recognised at fair value net of transaction costs incurred and subsequently measured at amortised cost. Finance charges are recognised in the Income Statement over the period of the borrowings using the effective interest method.

Loan fees relating to the bank borrowings are capitalised against the loan and amortised over the period of the borrowings to which they relate.

The revolving credit facility is considered to be a long term loan.

Derivative financial instruments

The Group uses derivative financial instruments to reduce its exposure to foreign exchange and interest rate movements. The Group does not hold or issue derivative financial instruments for financial trading purposes but derivatives that do not qualify for hedge accounting are accounted for at fair value through the Income Statement. Derivative financial instruments are initially recognised at fair value at the contract date and continue to be stated at fair value at the balance sheet date with gains and losses on revaluation being recognised immediately in the Income Statement.

Cash flow hedges are used to hedge against fluctuations in future cash flows on the Group's debt funding due to movements in interest rates, and on certain foreign currency trade receivable balances. When a cash flow hedge is employed and hedge accounting applied, the effective portion of the change in the fair value of the hedging instrument is recognised directly in equity (hedging reserve) until the gain or loss on the hedged item is realised. Any ineffective portion is always recognised in the Income Statement.

The fair value of derivatives is determined by reference to market values for similar instruments.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and short term deposits. Bank overdrafts are an integral part of the Group's cash management and are included as a component of cash and cash equivalents for the purpose of the Cash Flow Statement. Cash and cash equivalents and bank overdrafts are offset when there is a legally enforceable right to offset.

Share capital

Ordinary shares are classified as equity.

Provisions

Provisions, including provisions for onerous lease costs, are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle that obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the year end date. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate which reflects current market assessments of the time value of money and, where appropriate, the risks specific to the obligations.

Employee Share Ownership Plan (ESOP)

As the Company is deemed to have control of its ESOP trust, it is treated as a subsidiary and consolidated for the purposes of the Group financial statements. The ESOP's assets (other than investments in the company's shares), liabilities, income and expenses are included on a line-by-line basis in the Group financial statements. The ESOP's investment in the Company's shares is deducted from shareholders' equity in the Group statement of financial position as if they were treasury shares, except that profits on the sale of ESOP shares are not credited to the share premium account.

Share-based payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the Income Statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity investments expected to vest at each year end date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. A charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where there are modifications to share based payments that are beneficial to the employee then as well as continuing to recognise the original share based payment charge, the incremental fair value of the modified share options as identified at the date of the modification is also charged to the Income Statement over the remaining vesting period. Where the Group cancels share options and identifies replacement options this arrangement is also accounted for as a modification.

The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the parent entity financial statements.

Retirement benefits

For defined contribution pension schemes, the Group pays contributions to privately administered pension plans on a voluntary basis. The Group has no further payment obligations once the contributions have been paid. Contributions are charged to the Income Statement in the year to which they relate.

Leases

Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a "finance lease"), the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analysed between capital and interest. The interest element is charged to the Income Statement over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor.

Where substantially all of the risks and rewards incidental to ownership are retained by the lessor (an "operating lease"), the total rentals payable under the lease are charged to the Income Statement on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straight-line basis. The land and buildings elements of property leases are considered separately for the purposes of lease classification.

Government grants

Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in the Income Statement over the period necessary to match them with the costs that they are intended to compensate.

Government grants relating to property, plant and equipment are deducted from the carrying value of the assets that they are intended to compensate and are credited to the Income Statement on a straight-line basis over the expected lives of the related assets.

Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

Critical accounting estimates and judgements

The Group makes estimates and judgements concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

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. Estimates are based on expected total costs and revenues from each contract. 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

Determining whether goodwill and other intangibles should be capitalised, the amortisation period appropriate to intangible assets and whether or not these assets are impaired requires estimation of the value in use of the cash-generating units to which the goodwill and other intangible assets has been allocated. The value in use calculation requires the entity to estimate future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Details regarding the goodwill and other intangible assets carrying value and assumptions used in carrying out the impairment reviews are provided in notes 9 and 10.

Income taxes

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.

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.

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

The following new standards and changes came into effect during the year beginning 1 May 2014 and were adopted by the Group:

Amendment to IAS 32, 'Financial instruments: Presentation'. This amendment provides guidance on offsetting financial assets and financial liabilities.

Amendments to IFRS 10 'Consolidated financial statements'; IFRS 12 'Disclosure of interests in other entities' and IAS 27 'Consolidated and separate financial statements'. These amendments provide guidance around investment entities.

Amendment to IAS 36, 'Impairment of assets. This amendment provides guidance on recoverable amount disclosures for non-financial assets.

Amendment to IAS 39, 'Financial instruments: Recognition and measurement'. This amendment provides guidance on novation of derivatives and continuation of hedge accounting.

These did not have a material impact on the Group's financial statements.

Certain new standards, amendments to new standards and interpretations have been published that are mandatory to the Group's future accounting periods but have not been adopted early in these financial statements. These are set out below:

Amendments to IAS 16 'Property, plant and equipment' and IAS 38 'Intangible assets' (effective on or after 1 January 2016). This amendment provides clarification of acceptable methods of depreciation and amortisation. The Group will apply these amendments from 1 May 2016.

IFRS 15, 'Revenue from Contracts with Customers' (effective on or after 1 January 2017). This standard establishes a single comprehensive framework for revenue recognition to determine when to recognise revenue and how much revenue to recognise. This standard replaces the previous revenue standards IAS18 'Revenue' and IAS 11 'Construction Contracts'. There is the potential for the adoption of this standard to be deferred depending on the results of the current consultation. The Group will apply IFRS 15 from 1 May 2017.

IFRS 9, 'Financial Instruments: Classification and Measurement' (effective on or after 1 January 2018). This standard introduces new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition. The Group will apply IFRS 9 from 1 May 2018.

The Directors do not expect that the adoption of the Standards and amendments listed above will have a material impact on the financial statements of the Group in future periods, although the detailed impact has not yet been quantified.

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 30 April 2015 is as follows:

Year ended 30 April 2015

	Media Value Measurement	Market Intelligence	Marketing Performance Optimization	Reportable Segments	Unallocated	Total
	£'000	£'000	£'000	£'000	£'000	£'000

Revenue	40,046	25,768	8,060	73,874	-	73,874

Operating profit before highlighted items	11,224	3,447	2,905	17,576	(5,847)	11,729

Total assets	59,432	40,104	9,580	109,116	7,966	117,082

Other segment information
Capital expenditure - property, plant and equipment	743	146	20	909	585	1,494
Capital expenditure - intangible assets	1,936	757	-	2,693	539	3,232
Capital expenditure - goodwill	2,790	-	-	2,790	-	2,790
Total	5,469	903	20	6,392	1,124	7,516

Year ended 30 April 2014

	Media Value Measurement	Market Intelligence	Marketing Performance Optimization	Reportable Segments	Unallocated	Total
	£'000	£'000	£'000	£'000	£'000	£'000

Revenue	36,477	27,162	4,813	68,452	-	68,452

Operating profit before highlighted items	10,289	4,801	1,523	16,613	(5,274)	11,339

Total assets	51,685	40,878	7,955	100,518	7,041	107,559

Other segment information
Capital expenditure - property, plant and equipment	170	332	1	503	1,242	1,745
Capital expenditure - intangible assets	1,863	559	1,192	3,614	267	3,881
Capital expenditure - goodwill	4,291	-	4,131	8,422	-	8,422
Total	6,324	891	5,324	12,539	1,509	14,048

A reconciliation of segment operating profit before highlighted items to total profit before tax is provided below:

	Year ended 30 April 2015	Year ended 30 April 2014
	£'000	£'000
Reportable segment operating profit before highlighted items	17,576	16,613
Unallocated costs:
Staff costs	(4,773)	(4,685)
Property costs	(404)	(329)
Exchange rate movements	(179)	(51)
Other administrative expenses	(491)	(209)
Operating profit before highlighted items	11,729	11,339
Highlighted items (note 3)	(5,913)	(6,727)
Operating profit	5,816	4,612
Net finance costs	(1,171)	(1,191)
Share of profit of associates	12	19
Profit before tax	4,657	3,440

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:

	2015	2014
	£'000	£'000
Total assets for reportable segments	109,116	100,518
Unallocated amounts:
Property, plant and equipment	1,450	2,990
Other intangible assets	954	-
Other receivables	985	1,427
Cash and cash equivalents	3,309	1,453
Deferred tax asset	1,236	1,084
Investments in associates	32	87
Total assets	117,082	107,559

The table below presents revenue and non-current assets by geographical location:

	Year ended 30 April 2015		Year ended 30 April 2014
	Revenue by location of customers	Non-current assets	Revenue by location of customers	Non-current assets
	£'000	£'000	£'000	£'000
United Kingdom	23,864	51,152	21,587	52,043
Rest of Europe	23,726	8,356	24,880	4,800
North America	17,227	6,185	14,630	5,746
Rest of world	9,057	10,807	7,355	10,207
	73,874	76,500	68,452	72,796
Deferred tax assets	-	1,408	-	1,377
Total	73,874	77,908	68,452	74,173

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 30 April 2015			Year ended 30 April 2014
	Cash	Non-cash	Total	Cash	Non-cash	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Administrative Expenses
Recurring:
Share option charge	140	1,215	1,355	-	337	337
Amortisation of purchased intangibles	-	2,030	2,030	-	1,873	1,873
	140	3,245	3,385	-	2,210	2,210
Non-recurring:
Acquisition and integration costs	1,730	-	1,730	3,355	-	3,355
Refinancing costs	404	-	404	-	-	-
Facility amendment costs	-	-	-	103	-	103
Property costs	394	-	394	1,059	-	1,059
	2,528	-	2,528	4,517	-	4,517
Total highlighted items before tax	2,668	3,245	5,913	4,517	2,210	6,727
Deferred tax on tax losses	-	-	-	(80)	-	(80)
Taxation credit	(309)	(846)	(1,155)	(947)	(1,019)	(1,966)
Total highlighted items after tax	2,359	2,399	4,758	3,490	1,191	4,681

Amortisation of purchased intangibles relates to acquisitions made in the current financial year of £28,000 and to acquisitions made in prior years of £2,002,000.

Acquisition costs represent professional fees incurred in relation to acquisitions (£393,000) and adjustments to the fair value of deferred consideration (£548,000) resulting primarily from the strong performance of our recent acquisition in China (£608,000) offset by the net impact of a downward revision of deferred consideration combined with the foreign exchange impact (£60,000). Integration costs include certain one-off costs incurred whilst integrating the acquisitions made in the current and prior financial years into the Group's existing operations (£305,000). Also included are severance costs relating to rationalisation and restructure of senior management following these acquisitions (£225,000) as well as costs incurred in relation to the Market Intelligence strategic review which was undertaken by the Company (£160,000).

Refinancing costs represent professional fees incurred in relation to the refinancing initiative undertaken in July 2014.

Property costs represent the write-off of tangible fixed assets (£70,000) on a vacated property and costs associated with property moves in the UK and Australia (£324,000).

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 30 April 2015, £1,732,000 of the £2,668,000 cash highlighted items had been settled.

4. Taxation

	Year ended 30 April 2015			Year ended 30 April 2014
	Before highlighted items	Highlighted items	Total	Before highlighted items	Highlighted items	Total
	£'000	£'000	£'000	£'000	£'000	£'000
UK tax
Current year	570	(298)	272	1,007	(860)	147
Adjustment in respect of prior year	(798)	-	(798)	(2)	-	(2)
	(228)	(298)	(526)	1,005	(860)	145
Foreign tax
Current year	2,079	(11)	2,068	1,299	(87)	1,212
Adjustment in respect of prior year	(399)	-	(399)	(451)	-	(451)
	1,680	(11)	1,669	848	(87)	761

Total current tax	1,452	(309)	1,143	1,853	(947)	906

Deferred tax
Origination and reversal of temporary differences (note 20)	241	(846)	(605)	188	(1,099)	(911)

Total tax charge/(credit)	1,693	(1,155)	538	2,041	(2,046)	(5)

The difference between tax as charged/(credited) in the financial statements and tax at the nominal rate is explained below:

	Year ended 30 April 2015	Year ended 30 April 2014
	£'000	£'000

Profit before tax	4,657	3,440

Corporation tax at 20.9% (2014: 22.8%)	974	785
Non-deductible taxable expenses/income	460	562
Overseas tax rate differential	617	409
Losses not relieved against other Group entities	38	43
Utilisation of previously unrecognised tax losses	(115)	(357)
Adjustment in respect of prior years	(1,197)	(453)
Other	(239)	(994)
Total tax charge	538	(5)

The applicable tax rate has decreased from 22.8% to 20.9% due to the reduction of the UK Corporation Tax rate to 20% in April 2015.

5. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

	Year ended 30 April 2015	Year ended 30 April 2014
	£'000	£'000
Earnings for the purpose of basic earnings per share being net profit attributable to equity holders of the parent	3,623	3,024

Adjustments:
Impact of highlighted items (net of tax) ¹	4,723	4,637

Earnings for the purpose of underlying earnings per share	8,346	7,661

Number of shares:
Weighted average number of shares during the period
- Basic	75,820,669	74,419,656
- Dilutive effect of share options	2,084,430	1,325,108
- Diluted	77,905,099	75,744,764

Basic earnings per share	4.78p	4.06p
Diluted earnings per share	4.65p	3.99p
Underlying basic earnings per share	11.01p	10.29p
Underlying diluted earnings per share	10.71p	10.11p

1. Highlighted items (see note 3), stated net of their total tax impact.

2. It is assumed that all contingent deferred consideration will be settled in cash, therefore there is no dilutive effect.

6. Goodwill

		£'000
Cost and net book value
At 1 May 2013		47,864
Adjustments in respect of a pre-acquisition period		34
Acquisitions		8,388
Foreign exchange differences		(1,165)
At 30 April 2014		55,121
Adjustments in respect of a pre-acquisition period		3
Acquisitions	28	2,787
Foreign exchange differences		185
At 30 April 2015		58,096

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.

Goodwill has been allocated to the following segments:

	Year ended 30 April 2015	Year ended 30 April 2014
	£'000	£'000
Media Value Measurement	27,337	24,249
Market Intelligence	24,886	25,358
Marketing Performance Optimization	5,873	5,514
	58,096	55,121

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 CGU's has determined based on value in use calculations.

No impairment of goodwill was recognised in 2015 (2014: £nil).

Value in use calculations

The value in use calculations are based on assumptions regarding the discount rates, and revenue and cost growth rates. 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 2 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 9.5% (2014: 9.15%).

Cash flows beyond the three year period are extrapolated at a rate of 2.0% (2014: 2.0%), 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.

Sensitivity analysis

Sensitivity analysis has been performed on the value in use calculation by changing the key assumptions applicable to each CGU.

The following sensitivities have been applied to the value in use assumptions:-

• Increase in pre-tax discount rate to 10.5%

• Decrease in future cash flows by 10%

As a result of applying these sensitivities the following CGUs, which reside in the MI segment and have a combined carrying value of £24.2million, have a value in use below recoverable value as set out below:

	Increase in discount rate	Decrease in future cash flows
	£'000	£'000
Advertising UK, US and International	393	95
Reputation	124	61
Advertising Germany	327	300

A specific sensitivity analysis was applied to each of these CGUs to identify the size of any change in assumption required to indicate an impairment of goodwill:

	Adjustment to discount rate	Adjustment to future cash flows

Advertising UK, US and International	+0.7pp	-9.5pp
Reputation	+0.6pp	-8.5pp
Advertising Germany	+0.1pp	-1.8pp

The Directors consider that the results of the above sensitivity analysis combined with the actions management is taking to invest and improve the delivery platform within the MI segment, (as detailed in the strategic report), means that there is no impairment of goodwill.

7. Other intangible assets

	Capitalised development costs	Computer software	Purchased intangible assets	Total intangible assets
	£'000	£'000	£'000	£'000
Cost
At 1 May 2013	1,345	1,421	19,423	22,189
Additions	603	304	-	907
Acquisitions	-	1	2,973	2,974
Foreign exchange	-	(30)	(540)	(570)
At 30 April 2014	1,948	1,696	21,856	25,500
Additions	1,057	615	-	1,672
Acquisitions (note 28)	-	1	1,559	1,560
Disposals	-	(21)	-	(21)
Foreign exchange	(8)	(97)	(156)	(261)
At 30 April 2015	2,997	2,194	23,259	28,450

Amortisation
At 1 May 2013	(673)	(904)	(7,453)	(9,030)
Charge for the year	(182)	(145)	(1,873)	(2,200)
Foreign exchange	-	27	129	156
At 30 April 2014	(855)	(1,022)	(9,197)	(11,074)
Charge for the year	(281)	(204)	(2,030)	(2,515)
Disposals	-	21	-	21
Foreign exchange	-	85	211	296
At 30 April 2015	(1,136)	(1,120)	(11,016)	(13,272)

Net book value
At 30 April 2015	1,861	1,074	12,243	15,178
At 30 April 2014	1,093	674	12,659	14,426
At 1 May 2013	672	517	11,970	13,159

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.

Purchased intangible assets consist principally of customer relationships with a typical useful life of 10 years.

The Group holds assets under finance leases within computer software, with cost of £nil (2014: £624,000) and accumulated depreciation of £nil (2014: £213,000).

8. Financial liabilities

	30 April 2015	30 April 2014
	£'000	£'000
Current
Bank overdraft	1,411	-
Bank borrowings	2,411	2,943
Finance lease liabilities	4	197
Derivative financial instrument - interest rate swaps	-	52
Contingent deferred consideration	4,935	4,555
	8,761	7,747
Non-current
Bank borrowings	31,880	26,235
Finance lease liabilities	13	17
Derivative financial instrument - interest rate swaps	-	-
Contingent deferred consideration	4,064	4,108
	35,957	30,360

Total financial liabilities	44,718	38,107

	Bank overdrafts £'000	Bank borrowings £'000	Finance lease liabilities £'000	Interest rate swaps £'000	Contingent deferred consideration £'000	Total £'000

At 1 May 2013	-	22,417	283	145	5,657	28,502
Recognised on acquisition	-	-	-	-	7,085	7,085
Additions	-	-	133	-	-	133
Utilised	-	-	(202)	-	(5,401)	(5,603)
Charged to the Income Statement	-	75	-	-	1,603	1,678
Charged to reserves	-	-	-	(93)	-	(93)
Borrowings	-	10,766	-	-	-	10,766
Repayments	-	(3,937)	-	-	-	(3,937)
Foreign exchange released to the Income Statement	-	(143)	-	-	(105)	(248)
Foreign exchange released to reserves	-	-	-	-	(176)	(176)
At 30 April 2014	-	29,178	214	52	8,663	38,107
Recognised on acquisition	-	-	-	-	4,773	4,773
Additions	1,411	(360)	-	-	-	1,051
Utilised	-	-	(197)	-	(5,156)	(5,353)
Charged to the Income Statement	-	219	-	-	279	498
Charged to reserves	-	-	-	(52)	-	(52)
Borrowings	-	36,703	-	-	-	36,703
Repayments	-	(31,107)	-	-	-	(31,107)
Foreign exchange released to the Income Statement	-	(342)	-	-	269	(73)
Foreign exchange released to reserves	-	-	-	-	171	171
At 30 April 2015	1,411	34,291	17	-	8,999	44,718

A currency analysis for the bank borrowings is shown below:

	30 April 2015 £'000	30 April 2014 £'000
Pounds Sterling	31,440	26,052
US Dollar	-	1,068
Euros	2,851	2,058
Total bank borrowings	34,291	29,178

On 2 July 2014, the Group refinanced its banking facilities with Barclays and Royal Bank of Scotland ('RBS') and on 7 July 2014 drew down on these new facilities. The new committed facility, totalling £40,000,000, comprises a term loan of £10,000,000 (of which all was drawn on refinance and of which £8,125,000 remains outstanding at 30 April 2015 (2014: £9,798,000 of the old facility)) and a revolving credit facility ("RCF") of £30.0m (of which £20,757,000 was drawn on refinance and of which £26,451,000 remains outstanding at 30 April 2015 (2014: £13,959,000 of the old facility)). Both the term loan and the RCF have a maturity date of 2 July 2018. The £10,000,000 term loan is being repaid on a quarterly basis to maturity, and the drawn RCF and any further drawings under the RCF are repayable on maturity of the facility. The facility may be used for deferred consideration payments on past acquisitions, to fund future potential acquisitions, and for general working capital requirements.

Loan arrangement fees of £285,000 (2014: £143,000 in relation to the old facility) are offset against the term loan, and are being amortised over the period of the loan. The remaining loan arrangement fees of £131,000 in relation to the old facility were written off on refinancing and are reflected in highlighted items.

The facility bears variable interest of LIBOR plus a margin of 2.50%. The margin rate is able to be lowered each quarter end from April 2015 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.

During the year, the Group held floating to fixed interest rate swaps against 50% of its original sterling denominated term loans under the old facility for the period from May 2012 to April 2015. These instruments matured on 30 April 2015.

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
	Year ended 30 April 2015	Year ended 30 April 2014
	£'000	£'000
Amounts due:
Within one year	6	203
Between one and five years	18	27
	24	230
Less: finance charges allocated to future periods	(7)	(16)
Present value of lease obligations	17	214

The minimum lease payments approximate the present value of minimum lease payments.

9. Cash generated from operations

	Year ended	Year ended
	30 April 2015	30 April 2014
	£'000	£'000
Profit before taxation	4,657	3,440
Adjustments for:
Depreciation (note 11)	1,249	1,102
Amortisation (note 10)	2,515	2,200
Finance costs - loan fees written off (note 3)	131	-
Interest rate swap closure	29	-
Profit on disposal	(1)	-
Unrealised foreign exchange loss	208	814
Share option charges (note 3)	1,215	337
Finance income (note 6)	(8)	(15)
Finance expenses (note 6)	1,179	1,206
Share of profit of associates (note 13)	(12)	(19)
Contingent deferred consideration revaluations	548	1,603
	11,710	10,668
Increase in trade and other receivables	(2,270)	(3,467)
Decrease in trade and other payables	(1,040)	(692)
Movement in provisions	(473)	290
Cash generated from operations	7,927	6,799

10. Acquisitions

Media Value SL Group ("Media Value")

On 26 February 2015, the Group acquired the entire issued share capital of Media Value SL, the Spain incorporated holding company of the Media Value SL Group ("Media Value"). The initial cash consideration was EUR 743,000 (£545,000). Additional consideration is payable dependent on future performance during the three financial years ending 30 April 2016 and will be paid in cash. The maximum total consideration payable is EUR 6,000,000 (£4,398,000).

Media Value contributed £453,000 to revenue and £218,000 to profit before tax for the period between the date of acquisition and the year end.

The carrying value and the fair value of the net assets at the date of acquisition were as follows:

	Carrying value	Recognised on acquisition
	£'000	£'000
Customer relationships	-	1,559
Property, plant and equipment and computer software	20	20
Trade and other receivables	789	789
Cash and cash equivalents	122	122
Trade and other payables	(980)	(980)
Deferred tax liability	-	(437)
Net assets acquired	(49)	1,073
Goodwill arising on acquisition		2,787
		3,860

The fair value of trade and other receivables includes trade receivables with a fair value and gross contractual value of £576,000.

The goodwill is attributable to the assembled workforce, expected synergies and other intangible assets, which do not qualify for separate recognition.

Purchase consideration:

	£'000
Cash	545
Contingent deferred consideration	3,315
Total purchase consideration	3,860

The fair value of contingent deferred consideration payable is based on EBIT for the years ended 30 April 2014, 20 April 2015 and 30 April 2016. The potential range of future payments that Ebiquity plc could be required to make under the contingent consideration arrangement is between £nil and £3,854,000 and will be paid in cash. All contingent deferred consideration payments are expected to be paid by August 2016.

TRANSACTIONS WITH NON CONTROLLING INTERESTS

On 7 May 2014, the 5% minority shareholder of the Group's subsidiary undertaking, Billetts America LLC, exercised their option to increase their shareholding to 15%. The Group then acquired the remaining 15% in Billetts America LLC from the minority shareholder. The consideration payable for these interests is dependent on the performance of the business of Billetts America LLC during the three financial years ending 30 April 2015.

On 13 February 2015, the Group increased its interest in Ebiquity Germany GmbH to 94.03% through the issue of 966,413 shares in Ebiquity plc.

DISPOSALS

On 16 July 2014, the Group sold its 50% investment in FLE Latam SAS (Registered in Colombia) for cash of $1,000 (approximately £600). A profit of £600 was made on the sale.

On 1 August 2014, the Group sold its 25% investment in its associate company SLiK Media (incorporated in the United Kingdom) for cash of £68,000. A profit of £700 was made on the sale.

If all of the above transactions had been completed on 1 May 2014, Group revenue would have been £75,668,000 and Group operating profit before highlighted items would have been £12,062,000, before any potential synergistic benefits are taken into account.

None of the goodwill arising from the acquisitions in the year is expected to be tax deductible.

11. 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 year ended 30 April 2015, on which an unqualified report has been made by the Company's auditors, PricewaterhouseCoopers LLP.

Financial statements for the year ended 30 April 2014 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 2015 statutory accounts are expected to be published on 14 August 2015.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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