Interim Results

RNS Number : 1582Q
YouGov PLC
06 April 2009
 




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)

  • Normalised earnings per share of 1.9p (20085.2p)
  • Good operating cash generation - improved to £2.6m (2008: £1.8m)

Balance sheet remains strong - net cash increased to £13.7m as at 31 January 2009 from net cash of £12.3as 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 HesseGermany 


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 baseresulted 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
2009

6 months to

31 January

2008

12 months to 31 July
2008


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):





  • Basic 

  95,790

  88,501

  91,688

  • Dilutive effect of options

  5,120

  8,959

7,829

  • Diluted

  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.   


This information is provided by RNS
The company news service from the London Stock Exchange
 
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