YouGov plc
Interim results for the period ended 31 January 2009
6 April 2009
Key Financials
Results in line with February trading statement
Turnover up 20% to £22.6m (2008: £18.8m), up 4% on constant currency basis
Normalised operating profit of £1.6m (2008 £4.8m)
Normalised profit before tax of £2.4m (2008: £5.2m)
Balance sheet remains strong - net cash increased to £13.7m as at 31 January 2009 from net cash of £12.3m as at 31 July 2008
Operational highlights
Significant growth in global panel size to 2,170,000 from 1,480,000 at 31 January 2008
Launched new syndicated products that provide topical research data in response to changing market needs - Recession Tracker, Debt Tracker and Dongle Tracker
BrandIndex now available in all our geographies
Good revenue growth in Germany and USA
Diversification in Middle East progressing well
UK and Scandinavia revenues below expectations due to poor market conditions
Reputation for accuracy further enhanced by polling results for the US Presidential Elections and State elections in Hesse, Germany
Recent initiatives
Improved financial and operational controls, introduced last year now operating effectively across the Group - first half operating costs kept in line with budget
Planned reductions to cost base to improve profitability in response to lower operating margins
Focus is on a smaller number of key development areas
Re-branding completed bringing together all international operations under the 'YouGov' brand
Commenting on the results, Nadhim Zahawi, Chief Executive, said:
'As we have previously indicated, trading conditions became more challenging towards the end of the first half year due to the economic climate, and this, coupled with an expanded cost base, resulted in a disappointing performance. We have taken firm action to address the decline in profitability by reducing operating costs and terminating some activities. In doing so we have improved the focus of the Group while continuing to invest selectively in innovative online research services and products.
Trading is in line with the Board's revised expectations although, given the ad hoc, project based nature of much of our client work, the outlook remains uncertain in the current market environment. We have a strong balance sheet and are profitable and cash generative.
Despite the current market conditions, the online market research sector provides considerable scope for YouGov to continue to grow in the future with the European and US online research market potentially worth $6.4bn by 2012 compared to some $2.8bn in 2007.'
Enquiries:
YouGov plc |
|
Nadhim Zahawi / Alan Newman |
020 7012 6000 |
|
|
Financial Dynamics |
|
Charles Palmer / Nicola Biles |
020 7831 3113 |
|
|
Grant Thornton UK LLP - Nominated Advisor |
|
Gerry Beaney / Colin Aaronson |
020 7383 5100 |
|
|
Numis |
|
James Serjeant/ Nick Westlake |
020 7260 1000 |
|
|
YOUGOV PLC
CEO'S REPORT
For the six months ended 31 January 2009
Introduction
Our business has continued to grow in the last six months although, as we indicated in our February trading statement, the increasingly tough market conditions which have affected most marketing service businesses have slowed our overall revenue growth. Group revenues of £22.6 million for the six months ended 31 January 2009 were 20% higher than in the same period last year; 4% higher in constant currency terms.
While we achieved good growth in a number of markets, notably Germany and the USA, new business generation in the UK and Scandinavia has been weaker than anticipated. In the Middle East diversification is progressing well through regionally generated business.
To support our higher growth expectations and to seek innovative advantage we increased our overheads last year. We maintained our cost base well within budget during this half year but trading conditions became more challenging towards the end of the period due to the economic climate. As a result, the revenue shortfall compared to original expectations has significantly impacted our profitability and decisive corrective action has now been taken.
In the past two years, YouGov has been investing in a range of activities as it continues to reinforce its leadership position in online market research. Given the current trading environment, the Board recognises the need to improve profitability and to reduce costs to a more sustainable level whilst continuing to support our growth objectives. We have therefore closely reviewed all the Group's investment areas and their prospects in the light of the current economic conditions. We have decided to scale back investment in non-core activities and reduce costs in areas which are not delivering expected revenue growth. As a consequence, we have announced measures across our businesses which together will reduce our annual operating cost base by approximately £2.5m in a full year. These cost saving actions will only have a marginal effect on the second half of this year but will enable us to go into the next financial year with a more focused and lower cost operation.
Key development areas that we will maintain include our syndicated global product offerings (lead by BrandIndex), our online services in Germany - where the market for online research is still relatively young - and our UK custom research business.
Financial Performance
Group turnover for the period increased by 20% to £22.6m, compared to £18.8m in the six months to 31 January 2008. This revenue growth was entirely organic and also benefitted from currency appreciation against Sterling. Underlying organic growth for the period was 4%, with the USA growing revenues by 30%, Germany by 10%, the UK by 5% and Scandinavia by 4%. Revenue in the Middle East fell by 14% as expected. The Group's gross margin fell from 83% to 77% reflecting pressure on prices in the current economic conditions and some changes in product mix. Cash generated from operations improved to £2.6 million from £1.8 million in the six months to 31 January 2008.
Group operating costs were 42% higher (26% in constant currency terms) in this half year than the comparative period last year. This increase reflected the effect of the investments made last year in the development and sale of data products, growth in custom research capability and expanded geographic coverage. In the light of less favourable trading conditions we have maintained tight control of operating costs in line with budgets and taken actions where practicable to reduce costs, while at the same time seeking to enhance the Group's market position. As a result, the Group staff numbers at 31 January 2009 (452 full time equivalents) were the same as at 31 July 2008, although 27 higher than at 31 January 2008.
The revenue shortfall led to normalised operating profit before amortisation and exceptional items falling to £1.6m compared to £4.8m in the six months to 31 January 2008. The Group earned net financial income (including interest and realised foreign exchange gains) of £0.6m. This contributed to normalised profit before tax of £2.4m compared to £5.2m in the comparable period last year. Normalised earnings per share were 1.9p compared to 5.2p.
Our balance sheet remains strong - net cash increased to £13.7m as at 31 January 2009 from net cash of £12.3m as at 31 July 2008. Cash generated from operations (before paying interest and tax) improved to £2.6m from £1.8m in the six months to 31 January 2008 due largely to collections of trade receivables since 31 July 2008. Expenditure of £2.8m on investments in the period included £1.4m of capital expenditure largely on the continuing improvement of our technology platform and £1.8m in settlement of deferred consideration relating to the acquisitions of Zapera A/S (£1.6m) and Psychonomics (£0.2m).
Analysis of Adjusted Profit before Tax:
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Profit before tax |
363 |
2,977 |
3,976 |
|
|
|
|
Amortisation |
1,418 |
1,308 |
2,822 |
Share based payments |
115 |
161 |
311 |
Imputed interest |
93 |
165 |
318 |
Exceptional items |
194 |
- |
1,200 |
|
|
|
|
Adjusted profit before tax |
2,183 |
4,611 |
8,627 |
|
|
|
|
One off costs: |
|
|
|
One off IFRS transition costs |
- |
48 |
59 |
Holiday pay |
- |
242 |
229 |
Integration costs |
240 |
266 |
540 |
|
|
|
|
Normalised profit before tax |
2,423 |
5,167 |
9,455 |
|
|
|
|
Basic EPS |
0.4 |
3.5 |
5.8 |
Adjusted EPS |
1.7 |
4.6 |
8.6 |
Normalised EPS |
1.9 |
5.2 |
9.2 |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
Normalised operating profit |
£'000 |
£'000 |
£'000 |
|
|
|
|
Group operating profit |
1,338 |
4,266 |
7,867 |
|
|
|
|
Normalisation adjustments: |
|
|
|
One off IFRS transition costs |
- |
48 |
59 |
Holiday pay |
- |
242 |
229 |
Integration costs |
240 |
266 |
540 |
|
|
|
|
Normalised operating profit |
1,578 |
4,822 |
8,695 |
|
|
|
|
Earnings per share |
p |
p |
p |
|
|
|
|
Basic EPS |
0.4 |
3.5 |
5.8 |
|
|
|
|
Net effect of adjustments for |
|
|
|
amortisation, share based |
|
|
|
payments, imputed interest |
|
|
|
and exceptional items |
1.3 |
1.1 |
2.8 |
|
|
|
|
Adjusted EPS |
1.7 |
4.6 |
8.6 |
|
|
|
|
Net effect of normalisation |
|
|
|
adjustments |
0.2 |
0.6 |
0.6 |
|
|
|
|
Normalised EPS |
1.9 |
5.2 |
9.2 |
As in previous years, the Directors are not recommending the payment of a dividend at this stage of the Group's development but will consider this option again for the year end.
Review of operations
We continue to integrate our businesses so that we can operate as a cohesive international network that is well positioned to meet our clients' changing needs. In February 2009, we launched an important rebranding which brought together all of our international operations under the 'YouGov' brand and launched our global strapline: 'What the World thinks.'
The Group is moving towards a single global research platform with proprietary research tools that allow us to leverage our technology better. The first steps included the establishment of a Group data centre in Berlin and we are rolling out common global survey and panel management applications during the second half of the financial year.
BrandIndex is now a global product selling in the UK, USA, Germany and Scandinavia and has been recently launched in the Middle East. We have recently introduced a global management role to oversee its development and sales in all our markets.
UK
Our UK operations have grown with revenues up by 5% to £5.3 million in the period ended 31 January 2009 from £5.1 million in the period ended 31 January 2008. Our Omnibus service continued to grow and has expanded its range of products with international and UK regional services. Importantly, we have taken the opportunity to introduce new products to provide businesses with information relevant to the changed economic environment. These include Recession Tracker, which provides groundbreaking daily updates on consumers' responses and attitudes, Debt Tracker, which helps financial institutions to understand how consumers are managing their personal finances and Dongle Tracker, which tracks users and purchasers of mobile broadband products and services. These have been well received by clients and add to our syndicated offering. The sector-focussed custom research teams have secured renewals for our large scale trackers. New clients in the period include Total, Unicef and the Equality and Human Rights Commission.
Middle East
In the Middle East, revenues grew 7% to £4.2 million in the period ended 31 January 2009 from £4.0 million in the comparable period last year. They decreased by 14% in local currency terms, reflecting anticipated reductions in revenue from a historic long term contract. Regionally generated business grew by 28% as we continued to diversify the offering with a strong quantitative research team and expanded across the region, notably in Saudi Arabia. Our panel, which now covers over 18 countries, is helping to establish YouGov as a leader in Arabic language online research for international as well as regional businesses and our recent new clients include CNN, Google and Nokia.
Scandinavia
Our Scandinavian operations achieved 23% (4% in local currency terms) growth in revenues to £3.7 million in the period ended 31 January 2009 from £3.0 million in the period ended 31 January 2008. Although they continue to win new international clients such as Coca Cola and Kellogg's, trading has been impacted by difficult economic conditions especially in Norway and Sweden. The relative fall of their currencies against the Danish Kroner has reduced profitability as the central support function is based in our Danish regional hub. Sales and back office costs are being reduced to improve future profitability.
Germany
Germany achieved good growth with revenue increasing 30% (10% in local currency terms) to £7.8m in the period ended 31 January 2009 from £6.0m in the six months to 31 January 2008. The online offering continues to develop rapidly, supported by strong panel recruitment during the last year. YouGov's techniques have now been applied successfully to the German market and our first online electoral poll recently predicted the outcome of the state parliament elections in Hesse more accurately than any other poll. Our specialist Employee Satisfaction and Service Rating businesses have performed well in the period. Demand in the German research market has been affected by the recession although the broad customer base of our core traditional research business helps us to counter this. The German government's scheme which supports short time working will enable the business to reduce costs while maintaining the flexibility to respond to improvements in the market.
USA
Our USA operations continued to grow significantly with revenue up 60% (30% in local currency terms) to £1.9 million in the period ended 31 January 2009 compared to £1.2 million in the corresponding period last year. Our reputation for accuracy was further enhanced by our polling results for the US Presidential Elections. The core political and academic research business continues to perform strongly whilst the commercial custom research area is still in development. BrandIndex has begun to gain traction in the market with clients such as OMD, the marketing services group, and MetLife, a provider of insurance and financial services.
Panel development
We continue to invest in our panels to increase our research capabilities, both in new geographies and specialist panels.
As at 31 January 2009, our online panel sizes were:
Region |
Panel Size at 31 January 2009 |
Panel Size at 31 January 2008 |
UK |
240,000 |
220,000 |
USA |
1,540,000 |
1,040,000 |
Middle East |
170,000 |
100,000 |
Scandinavia |
130,000 |
120,000 |
Germany, Austria & CEE |
90,000 |
- |
With the benefit of a common language, the Middle East panel has been expanded to create critical mass in the region to support data products and increase levels of pan-region projects.
We are pleased at the development of our German and Austrian panels to support the increased amount of online research in the region. The existing YouGov panel building experience has been adopted with great effectiveness by the local team to build a sizeable panel in a 12 month period.
Our panel in the US was increased for the US Presidential elections so that we are now able to provide representative samples in each state.
Restructuring
A range of cost saving initiatives is being taken across all our business units which will scale back investment in non-core activities and reduce costs in areas which are not delivering expected revenue growth. These measures include reductions in the sales and back office resources in Scandinavia, closing the office running the Austrian and Central European online development and planned restructuring of the UK custom research teams (currently in consultation process).
These measures will reduce staff numbers in the region of 30 people across the Group over the next few months. In addition, in Germany, we are reducing staff working time and related costs with the assistance of the Government's scheme, 'Kurzarbeitergeld'. The full year benefit of the targeted savings will be approximately £2.5m in 2009/2010 with £0.3m benefit expected in the current financial year. The restructuring costs are estimated at £0.5m most of which will be reflected in the results for the year ended 31 July 2009 as exceptional costs.
Market Prospects
Despite the current market conditions, the online market research sector provides considerable scope for YouGov to continue to grow in the future. Annual market research growth rates have averaged 6.5% since 2000 and analysts believe the growth potential continues to be greater than the wider advertising and marketing services industry.
Survey based research is more resilient than advertising, although no one is immune in the current climate. We believe being a full service agency is the correct model for revenue sustainability; offline agencies may find it difficult to scale their businesses and panel providers will struggle to differentiate other than through price and will ultimately compete with their clients. Engagement with proprietary panels, which is our model, is critical to delivering high quality market research and will become an increasing differentiator in the future. Being well known clearly helps to maintain the engagement of our panel members. YouGov remains the only online research company with a strong public reputation for accuracy.
The global research market was worth $28bn in 2007 and the European and US online research market will potentially be worth $6.4bn by 2012 compared to some $2.8bn in 2007 (Ernst & Young estimate). We believe the drivers of growth in the short term will be online shift, internationalisation and increased B2B focus. As a pioneer in online research techniques and the only international full service agency beyond the major global research firms, YouGov is well positioned to benefit from the opportunities that arise.
Current trading and outlook
Trading is in line with the Board's revised expectations although, given the ad hoc, project based nature of much of our work, the outlook remains uncertain in the current market environment. We have a strong balance sheet and are profitable and cash generative. The measures we have taken to reduce the cost base and exit unprofitable activities should help us to improve profitability in years to come. We will continue to monitor performance closely and take further actions if required.
Innovation remains at the very core of our business and we believe that despite the difficult trading conditions, prudent and well focused investment will help us meet client needs and is in the best long-term interests of our shareholders. The balance between short-term profit and long-term value is one we manage with care.
Online market research will continue to grow as a proportion of research spend and we believe that YouGov is well positioned to meet the demand for accurate, cost effective custom research as well as real-time data. We see the recession as further disrupting this industry, which gives us an opportunity to continue to leverage our leading online research products and expertise to grow our customer base and continue to build market share. The demand for speed, accuracy and value remain key to clients and our offering meets these requirements.
Nadhim Zahawi
Chief Executive Officer
6 April 2009
YOUGOV PLC
Independent review report to yougov plc
For the six months ended 31 January 2009
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 January 2009, which comprises the consolidated income statement, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and notes to the consolidated interim financial statements. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules for Companies which require that the financial information must be presented and prepared in a form consistent with that which will be adopted in the company's annual financial statements.
As disclosed in note 3, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union, as set out in the basis of preparation in note 3.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the AIM Rules for Companies and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2400, 'Engagements to Review Financial Statements' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 January 2009 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules for Companies.
PricewaterhouseCoopers LLP
Registered Auditor & Chartered Accountants
London
6 April 2009
YOUGOV PLC
CONSOLIDATED INCOME STATEMENT
For the six months ended 31 January 2009
|
6 months to 31 January |
6 months to 31 January 2008 |
12 months to 31 July |
|
|
Note |
£'000 |
£'000 |
£'000 |
Continuing operations |
|
|
|
|
|
|
|
|
|
Group Revenue |
5 |
22,566 |
18,843 |
40,390 |
|
|
|
|
|
Cost of sales |
|
(5,107) |
(3,197) |
(7,037) |
|
|
|
|
|
Gross profit |
5 |
17,459 |
15,646 |
33,353 |
|
|
|
|
|
Operating expenses |
|
(16,121) |
(11,380) |
(25,486) |
|
|
|
|
|
Group operating profit |
5 |
1,338 |
4,266 |
7,867 |
|
|
|
|
|
Amortisation of intangibles |
|
(1,418) |
(1,308) |
(2,822) |
|
|
|
|
|
Group (loss)/profit before exceptional items |
|
(80) |
2,958 |
5,045 |
|
|
|
|
|
Exceptional items |
6 |
(194) |
- |
(1,200) |
|
|
|
|
|
Group (loss)/profit before finance costs |
|
(274) |
2,958 |
3,845 |
|
|
|
|
|
Finance income |
7 |
1,131 |
271 |
500 |
Finance costs |
8 |
(516) |
(217) |
(392) |
Share of post tax profit/(loss) in joint venture |
|
22 |
(35) |
23 |
|
|
|
|
|
Group profit before taxation |
|
363 |
2,977 |
3,976 |
Tax credit |
9 |
366 |
633 |
2,078 |
|
|
|
|
|
Group profit after taxation |
|
729 |
3,610 |
6,054 |
Attributable to: |
|
|
|
|
Equity holders of the parent company |
|
346 |
3,109 |
5,282 |
Minority interests |
|
383 |
501 |
772 |
|
|
|
|
|
|
|
729 |
3,610 |
6,054 |
Earnings per share |
|
|
|
|
Basic earnings per share attributable to equity holders of the company |
10 |
0.4 |
3.5 |
5.8 |
Diluted earnings per share attributable to equity holders of the company |
10 |
0.3 |
3.2 |
5.3 |
|
|
|
|
|
The accompanying accounting policies and notes form an integral part of these financial statements.
YOUGOV PLC
CONSOLIDATED balance sheet
For the six months ended 31 January 2009
|
|
31 January 2009 |
31 January 2008 |
31 July 2008 |
Assets |
Note |
£'000 |
£'000 |
£'000 |
Non-current assets |
|
|
|
|
Goodwill |
13 |
35,463 |
30,538 |
33,500 |
Intangible assets |
13 |
19,615 |
16,174 |
17,118 |
Property, plant and equipment |
13 |
2,643 |
2,166 |
2,217 |
Investments accounted for using the equity method |
|
58 |
29 |
194 |
Deferred tax assets |
16 |
2,033 |
1,747 |
1,567 |
Total non-current assets |
|
59,812 |
50,654 |
54,596 |
Current assets |
|
|
|
|
Trade and other receivables |
|
16,663 |
14,949 |
17,239 |
Other short term financial assets |
|
216 |
- |
35 |
Current tax assets |
|
1,746 |
540 |
936 |
Cash and cash equivalents |
|
13,799 |
14,049 |
13,406 |
Total current assets |
|
32,424 |
29,538 |
31,616 |
|
|
|
|
|
Total assets |
|
92,236 |
80,192 |
86,212 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Lease liabilities |
|
4 |
21 |
3 |
Provisions |
|
1,598 |
1,110 |
1,265 |
Deferred consideration |
15 |
853 |
4,157 |
5,898 |
Trade and other payables |
|
9,907 |
9,391 |
10,275 |
Borrowings |
14 |
61 |
104 |
1,127 |
Current tax liabilities |
|
139 |
133 |
948 |
Total current liabilities |
|
12,562 |
14,916 |
19,516 |
|
|
|
|
|
Net current assets |
|
19,862 |
14,622 |
12,104 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Lease liabilities |
|
7 |
- |
6 |
Provisions |
|
- |
- |
15 |
Deferred consideration |
15 |
576 |
3,652 |
1,152 |
Borrowings |
14 |
20 |
2,305 |
- |
Deferred tax liabilities |
16 |
6,616 |
6,353 |
4,865 |
Total non-current liabilities |
|
7,219 |
12,310 |
6,038 |
|
|
|
|
|
Total liabilities |
|
19,781 |
27,226 |
25,554 |
|
|
|
|
|
Total net assets |
|
72,455 |
52,966 |
60,658 |
|
|
|
|
|
Equity |
|
|
|
|
Issued share capital |
17 |
193 |
190 |
190 |
Share premium |
|
30,813 |
29,158 |
29,156 |
Merger reserve |
|
9,239 |
9,240 |
9,239 |
Deferred consideration reserve |
|
- |
1,085 |
1,438 |
Foreign exchange reserve |
|
13,826 |
29 |
4,465 |
Profit and loss reserve |
|
14,777 |
11,303 |
13,938 |
Total parent shareholder's equity |
|
68,848 |
51,005 |
58,426 |
Minority interests in equity |
|
3,607 |
1,961 |
2,232 |
Total equity |
|
72,455 |
52,966 |
60,658 |
The accompanying accounting policies and notes form an integral part of these financial statements.
Alan Newman
Chief Financial Officer
6 April 2009
YOUGOV PLC
consolidated statement of changes in equity
For the six months ended 31 January 2009
|
Share capital |
Share premium |
Foreign exchange |
Merger |
Deferred Consider-ation |
Profit & loss |
Total Share-holder equity |
Minority interest |
Total equity |
|
|||||||||
|
|||||||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Balance at 1 August 2007 |
135 |
3,026 |
(360) |
- |
- |
8,232 |
11,033 |
1,460 |
12,493 |
|
|
|
|
|
|
|
|
|
|
Changes in equity for the six months to 31 January 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange difference on the retranslation of overseas entities |
- |
- |
29 |
- |
- |
- |
29 |
- |
29 |
Net income recognised directly in equity |
- |
- |
29 |
- |
- |
- |
29 |
- |
29 |
Profit for the period |
- |
- |
- |
- |
- |
3,109 |
3,109 |
501 |
3,610 |
Total recognised income for the period |
- |
- |
29 |
- |
- |
3,109 |
3,138 |
501 |
3,639 |
Expense offset against share premium |
- |
(1,068) |
- |
- |
- |
- |
(1,068) |
- |
(1,068) |
Issue of share capital through the exercise of share options |
4 |
239 |
- |
- |
- |
- |
243 |
- |
243 |
Issue of share capital through fundraising |
39 |
26,961 |
- |
- |
- |
- |
27,000 |
- |
27,000 |
Issue of share capital through allotment of shares in satisfaction of acquisition consideration |
12 |
- |
- |
9,240 |
- |
- |
9,252 |
- |
9,252 |
Deferred consideration as part consideration for acquisition |
- |
- |
- |
- |
1,085 |
- |
1,085 |
- |
1,085 |
Issue of share options |
- |
- |
- |
- |
- |
322 |
322 |
- |
322 |
Balance at 31 January 2008 |
190 |
29,158 |
(331) |
9,240 |
1,085 |
11,663 |
51,005 |
1,961 |
52,966 |
|
|
|
|
|
|
|
|
|
|
Changes in equity for the six months to 31 July 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange difference on the retranslation of overseas entities |
- |
- |
4,796 |
- |
- |
- |
4,796 |
- |
4,796 |
Net income recognised directly in equity |
- |
- |
4,796 |
- |
- |
- |
4,796 |
- |
4,796 |
Profit for the period |
- |
- |
- |
- |
- |
2,172 |
2,172 |
271 |
2,443 |
Total recognised income for the period |
- |
- |
4,796 |
- |
- |
2,172 |
6,968 |
271 |
7,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
Total share- |
|
|
|
Share |
Share |
Foreign |
|
consid- |
Profit |
holder |
Minority |
Total |
|
capital |
premium |
exchange |
Merger |
eration |
& loss |
equity |
interest |
equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Changes in equity for the six months to 31 July 2008 continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense offset against share premium |
- |
(8) |
- |
- |
- |
- |
(8) |
- |
(8) |
Issue of share capital through the exercise of share options |
- |
6 |
- |
- |
- |
- |
6 |
- |
6 |
Issue of share capital through allotment of shares in satisfaction of acquisition consideration |
- |
- |
- |
(1) |
- |
- |
(1) |
- |
(1) |
Deferred consideration as part consideration for acquisition |
- |
- |
- |
- |
353 |
- |
353 |
- |
353 |
Issue of share options |
- |
- |
- |
- |
- |
103 |
103 |
- |
103 |
Balance at 31 July 2008 |
190 |
29,156 |
4,465 |
9,239 |
1,438 |
13,938 |
58,426 |
2,232 |
60,658 |
|
|
|
|
|
|
|
|
|
|
Changes in equity for the six months to 31 January 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange difference on the retranslation of overseas entities |
- |
- |
9,361 |
- |
- |
395 |
9,756 |
992 |
10,748 |
Net income recognised directly in equity |
- |
- |
9,361 |
- |
- |
395 |
9,756 |
992 |
10,748 |
Profit for the period |
- |
- |
- |
- |
- |
346 |
346 |
383 |
729 |
Total recognised income for the period |
- |
- |
9,361 |
- |
- |
741 |
10,102 |
1,375 |
11,477 |
Expense offset against share premium |
- |
(2) |
- |
- |
- |
- |
(2) |
- |
(2) |
Issue of share capital through the exercise of share options |
1 |
223 |
- |
- |
- |
- |
224 |
- |
224 |
Settlement of deferred consideration as part consideration for acquisition |
2 |
1,436 |
- |
- |
(1,438) |
- |
- |
- |
- |
Issue of share options |
- |
- |
- |
- |
- |
98 |
98 |
- |
98 |
Balance at 31 January 2009 |
193 |
30,813 |
13,826 |
9,239 |
- |
14,777 |
68,848 |
3,607 |
72,455 |
|
|
|
|
|
|
|
|
|
|
YOUGOV PLC
consolidated cash flow statement
For the six months ended 31 January 2009
|
|
6 months to |
6 months to |
12 months to |
|
|
31 January |
31 January |
31 July |
|
|
2009 |
2008 |
2008 |
Cash flows from operating activities |
Note |
£'000 |
£'000 |
£'000 |
Profit after taxation |
|
729 |
3,610 |
6,054 |
Adjustments for: |
|
|
|
|
Depreciation |
|
286 |
367 |
522 |
Amortisation |
|
1,418 |
1,308 |
2,822 |
Loss on disposal of fixed assets |
|
- |
- |
1 |
Foreign exchange loss |
|
- |
(36) |
53 |
Share option expense |
|
115 |
166 |
311 |
Tax credit recorded in the profit and loss |
|
(366) |
(648) |
(2,078) |
Net investment income |
|
(615) |
(93) |
(108) |
Decrease/(increase) in trade and other receivables |
|
2,901 |
(3,930) |
(7,046) |
(Decrease)/increase in trade and other payables |
|
(1,822) |
1,071 |
2,611 |
Cash generated from operations |
|
2,646 |
1,815 |
3,142 |
Interest paid |
|
(69) |
(220) |
(74) |
Income taxes paid |
|
(501) |
(554) |
(675) |
Net cash generated from operating activities |
|
2,076 |
1,041 |
2,393 |
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
Acquisition of subsidiaries (net of cash acquired) |
|
212 |
(15,765) |
(16,044) |
Settlement of deferred considerations |
|
(1,786) |
- |
(588) |
Other investments made |
|
(170) |
- |
(77) |
Proceeds from sale of property, plant and equipment |
|
- |
22 |
8 |
Purchase of property, plant and equipment |
|
(235) |
(1,630) |
(1,694) |
Purchase of intangible assets |
|
(1,146) |
(544) |
(1,441) |
Interest received |
|
296 |
271 |
500 |
Net cash used in investing activities |
|
(2,829) |
(17,646) |
(19,336) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of share capital |
|
225 |
26,211 |
26,174 |
Loan repayments |
|
(1,372) |
(2) |
(15) |
Financing drawn down |
|
- |
- |
172 |
Proceeds from sale of financial assets |
|
- |
- |
75 |
Net cash (used in)/generated from financing activities |
|
(1,147) |
26,209 |
26,406 |
|
|
|
|
|
Net increase/(decrease) in cash, cash equivalents and overdrafts |
|
(1,900) |
9,604 |
9,463 |
Cash and cash equivalents at beginning of period |
|
13,406 |
4,061 |
4,061 |
Exchange gain/(loss) on cash and cash equivalents |
|
2,293 |
384 |
(118) |
Cash, cash equivalents and overdrafts at end of period |
|
13,799 |
14,049 |
13,406 |
YOUGOV plc
notes to the consolidated interim financial statements
For the six months ended 31 January 2009
1 NATURE OF OPERATIONS
YouGov plc and subsidiaries' ('the group') principal activity is the provision of market research.
YouGov plc is the Group's ultimate parent company. It is incorporated and domiciled in Great Britain. The address of YouGov plc's registered office is 50 Featherstone Street, London, EC1Y 8RT. YouGov plc's shares are listed on the Alternative Investment Market.
YouGov plc's consolidated interim financial statements are presented in pounds sterling (£), which is also the functional currency of the parent company.
These condensed consolidated interim financial statements have been approved for issue by the board of directors on 6 April 2009.
2 FORWARD LOOKING STATEMENTS
Certain statements in this interim report are forward looking. Although the group believes that the expectations reflected in these forward looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements.
We undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
3 BASIS OF PREPARATION
The interim financial information is unaudited but has been reviewed by the auditors, PricewaterhouseCoopers LLP, and their report to YouGov plc is set out on page 7.
This consolidated interim report for the six months ended 31 January 2009 has been prepared in accordance with IAS 34 'Interim financial reporting' as adopted by the European Union. The consolidated interim report should be read in conjunction with the annual financial statements for the year ended 31 July 2008, which has been prepared in accordance with IFRS's as adopted by the European Union.
The financial information contained in the consolidated interim report does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The figures for the year ended 31 July 2008 have been extracted from the statutory financial statements which have been filed with the Registrar of Companies. The auditors' report on those financial statements was unqualified and did not contain a statement made under Section 237(2) of the Companies Act 1985.
Accounting policies
The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 July 2008, as described in those financial statements with the exception of taxes on income. Taxes on income in the interim periods are accrued using the expected weighted average tax rate that would be applicable to expected total annual earnings for the full financial year.
Prior period adjustments
A recent review identified that the UK corporation tax charge in respect of the years ending 31 July 2007 and 2008 had been overstated. This was due to an error in the calculation of deductions available under Schedule 23 of the Finance Act 2003 relating to the sale of shares acquired by directors and employees. This has resulted in tax overpayments of £757,000 for the year ended 31 July 2008 and £279,000 for the year ended 31 July 2007. These amounts will be reclaimed from HM Revenue and Customs.
The impact of the prior period adjustments are as follows:
|
6 months to |
12 months to |
12 months to |
|
31 January |
31 July |
31 July |
|
2008 |
2008 |
2007 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Tax credit |
378 |
757 |
279 |
Current tax assets |
540 |
936 |
- |
Current tax liabilities |
(117) |
(100) |
(279) |
Profit and loss reserve |
557 |
1,036 |
279 |
Impact on basic earnings per share attributable to equity holders of the company |
0.4 |
0.9 |
- |
Impact on diluted earnings per share attributable to equity holders of the company |
0.4 |
0.7 |
- |
New standards
At the date of authorisation of these condensed consolidated interim financial statements, the following standards, interpretations and revisions thereto which have not been applied on these financial statements were in issue but not yet effective.
Standard and interpretation |
Effective for reporting periods starting on or after |
|
|
|
|
IAS 1 |
Presentation of financial statements |
1 January 2009 |
IAS 23 |
Borrowing costs |
1 January 2009 |
IAS 27 |
Consolidated and separate financial statements (revised 2007) |
1 July 2009 |
IAS 32 |
Presentation and IAS 1 presentation and financial statements |
1 January 2009 |
|
- puttable financial instruments and obligations arising on liquidation |
|
IAS 39 |
Financial instruments: recognition and measurement - eligible hedged items |
1 July 2009 |
IFRS 1 / IAS 27 |
First time adoption of International Financial Reporting Standards / consolidated and separate financial statements - costs of investment in a subsidiary, jointly controlled entity or associate |
1 January 2009 |
IFRS 2 |
Amendment to IFRS 2 share based payment - vesting conditions and cancellations |
1 January 2009 |
IFRS 3 |
Business combinations (revised 2008) |
1 July 2009 |
IFRS 7 |
Financial instruments : disclosures |
1 July 2009 |
Standard and interpretation |
Effective for reporting periods starting on or after |
|
|
|
|
IFRS 8 |
Operating segments |
1 January 2009 |
IFRIC 15 |
Agreements for the construction of real estate |
1 January 2009 |
IFRIC 16 |
Hedges of a net investment in a foreign operation |
1 October 2008 |
IFRIC 17 |
Distributions of non-cash assets to owners |
1 July 2009 |
|
Improvements to IFRS's |
1 January 2009 / 1 July 2009 |
4 SEASONAL FLUCTUATIONS
The market research industry is subject to seasonal fluctuations, with peak demand in the second half of the group's financial year. For the six months to 31 January 2009 the level of sales represented 56% of the annual level of sales for the year ended 31 July 2008. For the six months ended 31 January 2008 the level of sales represented 47% of the annual level of sales for the year ended 31 July 2008.
5 SEGMENTAL ANALYSIS
For internal reporting purposes the group is organised into five operating divisions based on geographic lines - UK, Middle East and North Africa, Germany and Central Europe, Scandinavia and Northern Europe, and North America. These divisions are the basis on which the group reports its segmental information. The group only undertakes one class of business, that of market research.
|
|
Middle |
Germany |
Scandin- |
|
Consol- |
|
|
|
East and |
and |
avia and |
|
idation |
|
|
|
North |
Central |
Northern |
North |
Elimin- |
Consol- |
|
UK |
Africa |
Europe |
Europe |
America |
ations |
idated |
For the six months |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
to 31 January 2009 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
External sales |
5,036 |
4,213 |
7,830 |
3,709 |
1,778 |
- |
22,566 |
Inter-segment sales |
310 |
- |
- |
4 |
73 |
(387) |
- |
Total revenue |
5,346 |
4,213 |
7,830 |
3,713 |
1,851 |
(387) |
22,566 |
|
|
|
|
|
|
|
|
Inter-segment sales are priced on an arms length basis that would be available to unrelated third parties. |
|||||||
|
|
|
|
|
|
|
|
Segment result |
|
|
|
|
|
|
|
Gross profit |
4,289 |
2,804 |
6,043 |
2,857 |
1,460 |
6 |
17,459 |
Operating profit/(loss) |
787 |
1,481 |
453 |
(98) |
113 |
(30) |
2,706 |
Unallocated corporate expenses |
|
|
|
|
|
|
(1,368) |
Group operating profit |
|
|
|
|
|
|
1,338 |
Amortisation of intangibles |
|
|
|
|
|
|
(1,418) |
Exceptional items |
|
|
|
|
|
|
(194) |
Finance income |
|
|
|
|
|
|
1,131 |
Finance costs |
|
|
|
|
|
|
(516) |
Share of post tax profit/ (loss) in joint venture |
|
|
|
|
|
|
22 |
Group profit before tax |
|
|
|
|
|
|
363 |
Tax credit |
|
|
|
|
|
|
366 |
Group profit after tax |
|
|
|
|
|
|
729 |
|
|
|
|
|
|
|
|
Other segment information |
|
|
|
|
|
|
|
Capital additions |
521 |
74 |
289 |
70 |
328 |
273 |
1,555 |
Depreciation |
67 |
34 |
129 |
18 |
26 |
12 |
286 |
Amortisation |
127 |
29 |
40 |
31 |
72 |
1,119 |
1,418 |
Share based payments |
13 |
- |
- |
- |
102 |
- |
115 |
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Segment assets |
16,461 |
16,424 |
8,268 |
4,864 |
6,877 |
(9,205) |
43,689 |
Investments in joint ventures |
(3) |
- |
- |
- |
- |
- |
(3) |
Unallocated corporate assets |
- |
- |
- |
- |
- |
- |
48,550 |
Total assets |
16,458 |
16,424 |
8,268 |
4,864 |
6,877 |
(9,205) |
92,236 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Segment liabilities |
8,994 |
1,251 |
6,846 |
3,900 |
2,531 |
(4,704) |
18,818 |
Unallocated corporate liabilities |
- |
- |
- |
- |
- |
- |
963 |
Total liabilities |
8,994 |
1,251 |
6,846 |
3,900 |
2,531 |
(4,704) |
19,781 |
|
|
Middle |
Germany |
Scandin- |
|
Consol- |
|
|
|
East and |
and |
avia and |
|
idation |
|
|
|
North |
Central |
Northern |
North |
Elimin- |
Consol- |
|
UK |
Africa |
Europe |
Europe |
America |
ations |
idated |
For the six months |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
to 31 January 2008 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
External sales |
4,780 |
3,951 |
6,027 |
3,031 |
1,054 |
- |
18,843 |
Inter-segment sales |
299 |
- |
- |
- |
100 |
(399) |
- |
Total revenue |
5,079 |
3,951 |
6,027 |
3,031 |
1,154 |
(399) |
18,843 |
|
|
|
|
|
|
|
|
Inter-segment sales are priced on an arms length basis that would be available to unrelated third parties. |
|||||||
|
|
|
|
|
|
|
|
Segment result |
|
|
|
|
|
|
|
Gross profit |
4,490 |
2,950 |
4,886 |
2,400 |
896 |
24 |
15,646 |
Operating profit/(loss) |
2,033 |
2,131 |
760 |
195 |
(62) |
227 |
5,284 |
Unallocated corporate expenses |
|
|
|
|
|
|
(1,018) |
Group operating profit |
|
|
|
|
|
|
4,266 |
Amortisation of intangibles |
|
|
|
|
|
|
(1,308) |
Exceptional items |
|
|
|
|
|
|
- |
Finance income |
|
|
|
|
|
|
271 |
Finance costs |
|
|
|
|
|
|
(217) |
Share of post tax profit/ (loss) in joint venture |
|
|
|
|
|
|
(35) |
Group profit before tax |
|
|
|
|
|
|
2,977 |
Tax credit |
|
|
|
|
|
|
633 |
Group profit after tax |
|
|
|
|
|
|
3,610 |
|
|
|
|
|
|
|
|
Other segment information |
|
|
|
|
|
|
|
Capital additions |
519 |
1,024 |
266 |
65 |
299 |
17,000 |
19,173 |
Depreciation |
101 |
20 |
165 |
36 |
45 |
- |
367 |
Amortisation |
7 |
9 |
- |
- |
- |
1,292 |
1,308 |
Share based payments |
32 |
- |
- |
- |
134 |
- |
166 |
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Segment assets |
15,375 |
9,113 |
7,152 |
3,907 |
4,644 |
(5,637) |
34,554 |
Investments in joint ventures |
29 |
- |
- |
- |
- |
- |
29 |
Unallocated corporate assets |
- |
- |
- |
- |
- |
- |
45,609 |
Total assets |
15,404 |
9,113 |
7,152 |
3,907 |
4,644 |
(5,637) |
80,192 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Segment liabilities |
6,324 |
1,103 |
5,685 |
3,473 |
1,245 |
1,929 |
19,759 |
Unallocated corporate liabilities |
- |
- |
- |
- |
- |
- |
7,467 |
Total liabilities |
6,324 |
1,103 |
5,685 |
3,473 |
1,245 |
1,929 |
27,226 |
|
|
Middle |
Germany |
Scandin- |
|
Consol- |
|
|
|
East and |
and |
avia and |
|
idation |
|
|
|
North |
Central |
Northern |
North |
Elimin- |
Consol- |
|
UK |
Africa |
Europe |
Europe |
America |
ations |
idated |
For the twelve months |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
to 31 July 2008 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
External sales |
11,962 |
7,670 |
11,960 |
6,488 |
2,310 |
- |
40,390 |
Inter-segment sales |
612 |
1 |
32 |
19 |
520 |
(1,184) |
- |
Total revenue |
12,574 |
7,671 |
11,992 |
6,507 |
2,830 |
(1,184) |
40,390 |
|
|
|
|
|
|
|
|
Inter-segment sales are priced on an arms length basis that would be available to unrelated third parties. |
|||||||
|
|
|
|
|
|
|
|
Segment result |
|
|
|
|
|
|
|
Gross profit |
10,778 |
5,673 |
8,835 |
5,540 |
2,234 |
293 |
33,353 |
Operating profit/(loss) |
3,918 |
3,814 |
740 |
964 |
(73) |
426 |
9,789 |
Unallocated corporate expenses |
|
|
|
|
|
|
(1,922) |
Group operating profit |
|
|
|
|
|
|
7,867 |
Amortisation of intangibles |
|
|
|
|
|
|
(2,822) |
Exceptional items |
|
|
|
|
|
|
(1,200) |
Finance income |
|
|
|
|
|
|
500 |
Finance costs |
|
|
|
|
|
|
(392) |
Share of post tax profit/ (loss) in joint venture |
|
|
|
|
|
|
23 |
Group profit before tax |
|
|
|
|
|
|
3,976 |
Tax credit |
|
|
|
|
|
|
2,078 |
Group profit after tax |
|
|
|
|
|
|
6,054 |
|
|
|
|
|
|
|
|
Other segment information |
|
|
|
|
|
|
|
Capital additions |
697 |
1,153 |
625 |
113 |
115 |
16,769 |
19,472 |
Depreciation |
158 |
40 |
254 |
31 |
47 |
(8) |
522 |
Amortisation |
115 |
33 |
81 |
199 |
12 |
2,382 |
2,822 |
Share based payments |
64 |
- |
- |
- |
247 |
- |
311 |
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Segment assets |
17,272 |
11,049 |
6,374 |
4,742 |
5,040 |
(6,764) |
37,713 |
Investments in joint ventures |
133 |
- |
- |
- |
- |
- |
133 |
Unallocated corporate assets |
- |
- |
- |
- |
- |
- |
48,366 |
Total assets |
17,405 |
11,049 |
6,374 |
4,742 |
5,040 |
(6,764) |
86,212 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Segment liabilities |
7,826 |
1,115 |
5,235 |
3,829 |
1,730 |
(1,753) |
17,982 |
Unallocated corporate liabilities |
- |
- |
- |
- |
- |
- |
7,572 |
Total liabilities |
7,826 |
1,115 |
5,235 |
3,829 |
1,730 |
(1,753) |
25,554 |
6 EXCEPTIONAL ITEMS
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Aborted acquisition costs |
- |
- |
1,064 |
Restructuring costs |
194 |
- |
136 |
|
194 |
- |
1,200 |
|
|
|
|
Restructuring costs arose due to the termination of operations of certain divisions within the UK business.
7 FINANCE INCOME
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Interest receivable from bank deposits |
226 |
271 |
476 |
Other interest receivable |
70 |
- |
24 |
Foreign exchange gains on cash held in foreign currency denominated accounts within the UK |
835 |
- |
- |
|
1,131 |
271 |
500 |
8 FINANCE COSTS
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Interest payable on bank loans and overdrafts |
69 |
52 |
73 |
Interest on obligations under hire purchase and finance leases |
- |
- |
1 |
Finance cost of deferred consideration |
93 |
165 |
318 |
Foreign exchange losses on intra-group loan positions |
354 |
- |
- |
|
516 |
217 |
392 |
9 INCOME TAXES
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Current taxation |
180 |
270 |
(106) |
Deferred taxation |
(546) |
(903) |
(1,972) |
|
(366) |
(633) |
(2,078) |
|
|
|
|
Weighted average rate of tax |
17% |
17% |
16% |
Effective average rate of tax |
50% |
9% |
(3%) |
10 EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. Shares held in employee trusts are treated as cancelled for the purposes of this calculation.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares and the post tax effect of dividends and/or interest, on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.
The adjusted earnings per share has been calculated to reflect the underlying profitability of the business by excluding the amortisation of intangible assets, share based payments, imputed interest, exceptional items and any tax effects.
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Group profit after taxation attributable to equity holders of the parent company |
346 |
3,109 |
5,282 |
Add: amortisation of intangible assets |
1,418 |
1,308 |
2,822 |
Add: share based payments |
115 |
161 |
311 |
Add: imputed interest |
93 |
165 |
318 |
Add: exceptional items |
194 |
- |
1,200 |
Tax effect of the above adjustments |
(588) |
(645) |
(2,133) |
|
1,578 |
4,098 |
7,800 |
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
Number of shares |
2009 |
2008 |
2008 |
Weighted average number of shares during the period ('000 shares): |
|
|
|
|
95,790 |
88,501 |
91,688 |
|
5,120 |
8,959 |
7,829 |
|
100,910 |
97,460 |
99,517 |
|
|
|
|
Basic earnings per share (in pence) |
0.4 |
3.5 |
5.8 |
Adjusted basic earnings per share (in pence) |
1.7 |
4.6 |
8.5 |
Diluted earnings per share (in pence) |
0.3 |
3.2 |
5.3 |
Adjusted diluted earnings per share (in pence) |
1.6 |
4.2 |
7.8 |
The adjustments have the following effect:
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
pence |
pence |
pence |
Basic earnings per share |
0.4 |
3.5 |
5.8 |
Amortisation of intangible assets |
1.5 |
1.5 |
3.1 |
Share based payments |
0.1 |
0.2 |
0.3 |
Imputed interest |
0.1 |
0.2 |
0.3 |
Exceptional items |
0.2 |
- |
1.3 |
Tax effect of the above adjustments |
(0.6) |
(0.8) |
(2.3) |
Adjusted basic earnings per share |
1.7 |
4.6 |
8.5 |
|
6 months to |
6 months to |
12 months to |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
pence |
Pence |
pence |
Diluted earnings per share |
0.3 |
3.2 |
5.3 |
Amortisation of intangible assets |
1.5 |
1.3 |
2.8 |
Share based payments |
0.1 |
0.2 |
0.3 |
Imputed interest |
0.1 |
0.2 |
0.3 |
Exceptional items |
0.2 |
- |
1.2 |
Tax effect of the above adjustments |
(0.6) |
(0.7) |
(2.1) |
Adjusted diluted earnings per share |
1.6 |
4.2 |
7.8 |
11 DIVIDEND
No dividend was paid or proposed during the period (2008: £nil).
12 BUSINESS COMBINATIONS
On 19 December 2008 YouGov plc acquired the 50% of the joint venture with Execution Limited, YouGovExecution Limited that it did not previously own. The business, as of the acquisition date was renamed YouGov1208 Limited. The purchase consideration was £118k, being 50% of the share capital and earnings to date. As disclosed in the financial statements for the year ended 31 July 2008 the intention is to dissolve this business.
13 GOODWILL, INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT
|
|
|
Property, |
|
|
Intangible |
plant and |
|
Goodwill |
assets |
equipment |
|
£'000 |
£'000 |
£'000 |
Carrying amount at 1 August 2007 |
1,095 |
343 |
499 |
Additions: |
|
|
|
Separately acquired |
- |
308 |
1,467 |
Internally developed |
- |
431 |
- |
Through business combinations |
29,422 |
16,400 |
567 |
Amortisation and depreciation |
- |
(1,308) |
(367) |
Revision to initial carrying value, reclassification and disposals |
- |
- |
- |
Net exchange differences |
21 |
- |
- |
Carrying amount at 31 January 2008 |
30,538 |
16,174 |
2,166 |
Additions: |
|
|
|
Separately acquired |
14 |
569 |
227 |
Internally developed |
- |
133 |
- |
Through business combinations |
- |
131 |
23 |
Amortisation and depreciation |
- |
(1,514) |
(155) |
Revision to initial carrying value. reclassification and disposals |
(584) |
38 |
(45) |
Net exchange differences |
3,532 |
1,587 |
1 |
Carrying amount at 31 July 2008 |
33,500 |
17,118 |
2,217 |
Additions: |
|
|
|
Separately acquired |
- |
613 |
235 |
Internally developed |
- |
533 |
- |
Through business combinations |
- |
- |
- |
Amortisation and depreciation |
- |
(1,418) |
(286) |
Revision to initial carrying value, reclassification and disposals |
(3,798) |
(3) |
- |
Net exchange differences |
5,761 |
2,772 |
477 |
Carrying amount at 31 January 2009 |
35,463 |
19,615 |
2,643 |
Revisions to initial carrying value of goodwill in the six months to 31 January 2009 related to the non-achievement of earn out targets (psychonomics £2.5m and Zapera £0.6m) and reduction in deferred consideration paid in respect of Zapera (£0.7m).
In accordance with the group's accounting policy, the carrying values of goodwill and other intangible assets are reviewed annually for impairment. The last annual impairment review was undertaken as at 31 July 2008. IAS 36 also requires carrying values to be reviewed at each balance sheet date and a full impairment review to be undertaken should any information come to light which casts doubt on the results of the last full annual impairment review. Following the trading update issued on 5 February 2009, a full impairment review has been conducted as at 31 January 2009.
The review assessed whether the carrying value of goodwill was supported by the net present value of future cash flows derived from assets using an initial projection period of 4 years (inclusive of the current financial year) for each cash generating unit. After the initial projection period (years 5 - 10 inclusive) growth rates of 5% (10% for Polimetrix) which is conservative both in comparison with historical performance (across all geographies) and annual growth rates in the internet based market research sector. Annual growth rates of 2% have been assumed in perpetuity beyond year 10.
The weighted average cost of capital used by the group to discount the future cash flows to their present value is 12% (2008: 9.25%) with the exception of Zapera where a WACC of 8.17% (2008: 6.41%) is applied. All businesses are debt free with the exception of Zapera.
The impairment reviews supported the carrying values of goodwill.
14 BORROWINGS
In the six months to 31 January 2009 the group has settled £1.4m of its external debt leaving its current external borrowings at less than £0.1m. The group has no need to increase this in the near future.
15 DEFERRED CONSIDERATION
In the six months to 31 January 2009 the group reduced its obligations for deferred consideration from £7m to £1.4m. £1.8m of this was paid out in cash whilst £3.8m was released against goodwill due to earn out targets either not being met or being renegotiated.
psychonomics
£0.2m of the deferred consideration of £0.7m potentially due in respect of the year ended 31 December 2007 was paid in cash and the balance of £0.5m was released against goodwill due to targets not being met. As at 31 July 2008, £2m was provided in respect of the two years ended 31 December 2008. The Board now considers it highly unlikely that the earn-out targets will be achieved and therefore this provision has been released against goodwill in this period.
Zapera
In the period, deferred consideration of £1.6m was paid in respect of the year ended 31 July 2008. This was £0.7m. The Board considers that the targets for the next tranche of £0.6m due in respect of the year ended 31 July 2009 are unlikely to be achieved and this balance has therefore been released against goodwill in the period.
The group has the following deferred consideration outstanding:
|
Within |
Greater |
|
|
1 year |
than 1 year |
Total |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Siraj |
466 |
- |
466 |
Zapera |
- |
576 |
576 |
Receptor |
387 |
- |
387 |
|
853 |
576 |
1,429 |
16 DEFERRED TAXATION ASSETS AND LIABILITIES
|
Intan- |
Property, |
|
Other |
|
|
gible |
plant and |
Tax |
timing |
|
|
assets |
equipment |
losses |
differences |
Total |
Deferred tax asset |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Carrying amount at 1 August 2007 |
- |
20 |
- |
- |
20 |
Acquired on acquisition |
- |
118 |
1,273 |
- |
1,391 |
Recognised in income |
- |
100 |
256 |
- |
356 |
Tax rate adjustment |
- |
- |
- |
- |
- |
Other movement** |
- |
- |
- |
(20) |
(20) |
Carrying amount at 31 January 2008 |
- |
238 |
1,529 |
(20) |
1,747 |
|
|
|
|
|
|
Acquired on acquisition |
(126) |
(93) |
127 |
1 |
(91) |
Recognised in income |
- |
(118) |
(243) |
126 |
(235) |
Tax rate adjustment |
- |
- |
- |
- |
- |
Other movement** |
126 |
- |
- |
20 |
142 |
Carrying amount at 31 July 2008 |
- |
27 |
1,413 |
127 |
1,567 |
|
|
|
|
|
|
Acquired on acquisition |
- |
- |
- |
- |
- |
Recognised in income |
- |
(5) |
39 |
5 |
39 |
Tax rate adjustment |
- |
- |
- |
- |
- |
Other movement** |
- |
- |
403 |
24 |
427 |
Carrying amount at 31 January 2009 |
- |
22 |
1,855 |
156 |
2,033 |
|
Intan- |
Property, |
|
Other |
|
|
gible |
plant and |
Tax |
timing |
|
|
assets |
equipment |
losses |
differences |
Total |
Deferred tax liability |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Carrying amount at 1 August 2007 |
- |
56 |
- |
- |
56 |
Acquired on acquisition |
6,516 |
- |
- |
328 |
6,844 |
Recognised in income |
(437) |
- |
- |
(110) |
(547) |
Tax rate adjustment* |
- |
- |
- |
- |
- |
Other movement** |
- |
- |
- |
- |
- |
Carrying amount at 31 January 2008 |
6,079 |
56 |
- |
218 |
6,353 |
|
|
|
|
|
|
Acquired on acquisition |
279 |
- |
9 |
(194) |
94 |
Recognised in income |
(604) |
68 |
(9) |
76 |
(469) |
Tax rate adjustment* |
(709) |
- |
- |
(18) |
(727) |
Other movement** |
510 |
- |
- |
(1) |
509 |
Carrying amount at 31 July 2008 |
5,555 |
124 |
- |
81 |
5,760 |
|
|
|
|
|
|
Acquired on acquisition |
- |
- |
- |
- |
- |
Recognised in income |
(195) |
91 |
(380) |
(23) |
(507) |
Tax rate adjustment* |
- |
- |
- |
- |
- |
Other movement** |
958 |
- |
380 |
25 |
1,363 |
Carrying amount at 31 January 2009 |
6,318 |
215 |
- |
83 |
6,616 |
* Tax rate adjustments in Germany and the UK led to the revision of deferred tax liabilities. This adjustment is recognised in the income statement.
** Other movements represent the revaluation of deferred tax assets and liabilities held in currencies other than GBP. This adjustment is recognised in the UK income statement to the extent that gains and/or losses on the revaluations of the underlying assets are recognised in the income statement.
17 SHARE CAPITAL
|
|
Share |
|
Number of |
capital |
|
shares |
£'000 |
|
|
|
At 1 August 2007 |
67,422,570 |
135 |
Issue of shares |
27,411,983 |
55 |
At 31 January 2008 |
94,834,553 |
190 |
|
|
|
Issue of shares |
41,872 |
- |
At 31 July 2008 |
94,876,425 |
190 |
|
|
|
Issue of shares |
1,800,127 |
3 |
At 31 January 2009 |
96,676,552 |
193 |
Under the acquisition agreements with Polimetrix and psychonomics further equity was to be issued at specified points in the future, both of which became due in the six months to 31 January 2009. The Polimetrix vendors, by way of a hold back arrangement, were due a further 695,615 YouGov shares on the first anniversary of the acquisition. The psychonomics vendors, as part of the acquisition, had negotiated 226,430 YouGov shares to be set aside for an employee incentivisation programme. These shares were issued and distributed in November 2008. All equity deferred consideration has now been settled. These issues had no effect on shareholders' equity as they had been provided for within the deferred consideration reserve which has now been reduced to £nil.
The 878,082 shares issued to satisfy share options yielded £0.2m in cash and increased shareholders equity by £0.2m. The weighted average share price was £0.26.
18 CAPITAL COMMITMENTS
The group had outstanding commitments to procure software to the value of £325k (2008: £nil) and a hosting contract for a data centre for £104k (2008: £nil). The software contract is payable in two annual installments (September 2009 and 2010). The hosting contract is payable monthly in advance over a further period of two and a half years.
During the course of business commitments are made to purchase goods and services via our purchase ordering system. As at 31 January 2009 and 31 January 2008 these commitments were not material in nature.
19 CONTINGENT ASSETS
The group had no contingent assets as at 31 January 2009, 31 January 2008 nor 31 July 2008.
20 CONTINGENT LIABILITIES
The group had no contingent assets as at 31 January 2009, 31 January 2008 nor 31 July 2008.
21 EVENTS AFTER THE BALANCE SHEET DATE
A range of cost saving initiatives is being taken across all our business units which will scale back investment in non-core activities and reduce costs in areas which are not delivering expected revenue growth. These measures include reductions in the sales and back office resources in Scandinavia, closing the office running the Austrian and Central European online development and planned restructuring of the UK custom research teams (currently in consultation process).
These measures will reduce staff numbers in the region of 30 people across the Group over the next few months. In addition, in Germany, we are reducing staff working time and related costs with the assistance of the Government's scheme, 'Kurzarbeitergeld'. The full year benefit of the targeted savings will be approximately £2.5m in 2009/2010 with £0.3m benefit expected in the current financial year. The restructuring costs are estimated at £0.5m most of which will be reflected in the results for the year ended 31 July 2009 as exceptional costs.
22 TRANSACTIONS WITH DIRECTORS AND OTHER RELATED PARTIES
There have been no transactions with directors during the period.
During the period goods and services were procured from IPBD Limited totaling £650k (2008: £409k). IPBD Limited is a company which is owned by the parents of Nadhim Zahawi, an executive director of YouGov plc. The purchases were made at an arm's length and on usual commercial terms. As at 31 January 2009 YouGov plc owed IPBD Limited £8k (2008: £nil).
During the period, YouGov plc provided research services totaling £76k (2008: £623k) to Privero Capital Advisors Inc. Minority stakes in this company are owned by Stephan Shakespeare and Balshore Investments (the family trust of Nadhim Zahawi's family), each of whom control 25% of the company. Both Stephan Shakespeare and Nadhim Zahawi are executive directors of YouGov plc. The sales were made at an arm's length and on usual commercial terms. At 31 January 2009 Privero Capital Advisors Inc owed YouGov plc £998k (2008: £145k).
During the period, YouGov plc provided research services totaling £nil (2008: £nil) to Doughty Media Limited, a company which Stephan Shakespeare, an executive director of YouGov owns. At 31 January 2009 Doughty Media Limited owed YouGov plc £163k (2008: £163k).
Trading between YouGov plc and group companies is excluded from the related party note as this has been eliminated on consolidation.