Preliminary Results
YouGov PLC
08 October 2007
8 October 2007
YouGov plc
Preliminary Results for the period ended 31 July 2007
Organic growth drives turnover and profits; Acquisitions extend
future growth opportunities
Highlights
Financial highlights
* Group turnover increased 51% to £14.3m (2006:£9.5m)
* Profit before tax and goodwill up 39% from £4.1m to £5.7m
* Earnings per share increased 36% from 4.5p to 6.1p (restated for 5:1 share
split)
* Net assets increased 56% from £6.8m to £10.6m
* Operations have strong cash generation, £4m cash on balance sheet
Operational highlights
* Core UK business grew turnover 63% to £7.8m
* UK headquarters relocated to a new office allowing for growth in revenue
generating headcount
* BrandIndex and Omnibus have performed well and each has a dedicated sales
team in place
* Middle East revenues increased 39% driven by a combination of the
acquisition of Siraj and new clients across the enlarged business
* Siraj has now been fully integrated into the Group and a new office was
opened in Jeddah to support our continued expansion in the Middle East
• YouGov's range of services increased with the establishment of the
Organisational Consulting and Health teams
• Post year-end acquisitions extend geographic reach
Commenting on the results Nadhim Zahawi, Co-Founder and CEO of YouGov said;
'YouGov has again performed extremely well reflecting our strong organic growth
during the year. This illustrates the continued success of our strategy, which
has been accelerated by post year-end acquisitions which will drive our future
growth opportunities
Ultimately we aim to provide a constant stream of primary data from strategic
business hubs around the world, with a global panel and a global set of
syndicated products 'the YouGov screen'. Since the year end we have completed
three acquisitions which are a significant step towards that goal. Our focus is
now on the integration of these businesses into our Group and the development
and implementation of Group wide systems and products. The 2007/08 financial
year has started well with trading in line with the Board's expectations. As a
result we are confident that the current financial year will be another
successful year for YouGov.
Enquiries:
YouGov plc Nadhim Zahawi (CEO) Tel: 020 7012 6000
Katherine Lee (CFO)
Numis Securities Limited Jag Mundi Tel: 020 7260 1000
James Sergeant
Financial Dynamics Charles Palmer Tel: 020 7831 3113
Nicola Biles
Chairman's Statement
The financial year ended 31 July 2007, has been an excellent one for YouGov with
organic development and acquisitions both leading to strong growth in turnover
and profits.
Group turnover for the year has increased by 51% to £14.3 million (against: £9.5
million last year). Profit before tax and goodwill was up 39% at £5.7 million
(£4.1 million last year). Our headline earnings per share grew 36% to 6.1 pence
from 4.5 pence.
Consistent with our plans to reinvest our cashflow into ongoing developments, we
are not proposing the payment of a dividend.
YouGov serves its clients by providing research insights ranging from changing
consumer opinions towards brands to voting intentions in elections and attitudes
towards social and commercial issues. Over the past twelve months we have
increased our range of clients, broadened the number of services we have on
offer and extended our geographical reach. YouGov has been one of the most
successful pioneers of internet based research and this is reflected in the high
demand for our products and services and by the interest shown by potential
recruits.
Following our expansion during the last year and the recent post-balance sheet
events we now operate through strong subsidiary companies in Europe, North
America and the Middle East which will allow us to meet increasingly
multi-national requirements of our clients.
Building a stronger business
In the past year we have focused on international growth and strengthening our
product offering.
We successfully integrated the Siraj business which we acquired on 30 July 2006.
In December 2006, we acquired an initial 32% (£3.8 million) stake in our
associate business Polimetrix, based in Palo Alto and Washington, USA.
In March 2007 we launched a new joint venture YouGovCentaur, a 50:50 joint
venture with Centaur publishing, with 33 titles (including: The Lawyer, The
Engineer etc) to create a new UK based market research agency with a focus on
the business-to-business sector.
In April 2007 we announced YouGovStone, a 51% joint venture with London's 'Queen
of Networking' Carole Stone, weaving prominent social and industry commentators
into specialist opinion leader panels.
In addition we announced the creation of YouGovAlpha, the vehicle we have
created to service clients in the investment industry, following the mutually
agreed disbanding of YouGovExecution by YouGov and Execution, the 50:50 joint
venture partners.
On 27 July 2007 we announced the acquisition of psychonomics AG, a leading
market research agency based in Cologne, Germany for €20.75 million.
We have made a number of significant new senior appointments in our core UK
business to strengthen our team as the business continues to grow.
Board Changes
I was appointed as non executive Chairman in January 2007 taking over from Peter
Kellner who remains on the Board as President of YouGov plc and who continues in
his executive role leading the development of our political and opinion
research. I would like to thank Peter for handing over the non-executive
Chairman's role at a time when the company is in such robust good shape and with
such exciting prospects.
Panos Manolopoulos has taken on the role of Managing Director International
Development and for the time being his position as Managing Director of YouGov
UK is being filled by our CEO Nadhim Zahawi.
Recent Events
On 27 July 2007 we announced the first in a series of transactions; our German
expansion through the acquisition of psychonomics AG. This was followed, post
year end, when we made the decision to acquire the remaining 68% stake in
Polimetrix, our US associate and acquired Zapera, a business based in several
countries in Scandinavia. These acquisitions have been funded through a share
placing, which our shareholders approved on 3 September 2007. These acquisitions
will allow us to accelerate our growth and are consistent with the strategy we
outlined this time last year when we started the restructuring of the Group.
Future Prospects and Outlook
Following the successful acquisitions in the USA, Germany and Scandinavia, our
focus is on the integration of these businesses into our group, and the
development of group wide systems and products.
We also have numerous organic growth opportunities to pursue across the enlarged
Group and will continue to look at complementary acquisitions that meet our
strict criteria.
The current financial year has started well, and trading is in-line with the
Board's expectations. As a result we are confident that 2007/2008 will be
another successful year for YouGov.
Conclusion
We have many exciting opportunities ahead of us and we have a growing talented
and energetic team of individuals driving and supporting the Group's
development.
I take this opportunity on behalf of the Board to thank all our teams for their
hard work and I look forward to our continued success in the year to July 2008.
Roger Parry Chairman 8 October 2007
Chief Executive's Report
The Business and its Objectives
YouGov is a full service online research agency. YouGov uses proprietary
methodologies to produce accurate, cost-effective and representative research.
We constantly strive to achieve better quality research using experienced
researchers and smart technology. We believe that the future leaders of this
industry are companies with great research brains and great technology.
Our objectives are the following:
+ To provide high quality accurate research to our customers
+ To expand our offering to new clients within new business sectors
+ To roll-out new products and services
+ To internationalise our products and business, thus providing our
clients with a facility to use YouGov in the major business hubs of the
world where they operate
During the current financial year we operated in three distinct geographical
areas; in the UK, the Middle East and North America, through our associate
Polimetrix.
Review of Operations
YouGov's business performance throughout the year has been strong. In the UK we
have moved to new offices, quadrupling our capacity to allow for our growth in
headcount in the forthcoming financial year. We are very pleased with the
business performance in the UK and the Middle East.
The YouGov brand continues to obtain substantial media coverage in both the UK
and the Middle East. We continue to be the most quoted market research agency in
these territories. Our brand is strong and we strive to protect it.
YouGov retains substantial intellectual capital, not only in terms of our unique
technological solutions, but also in our methodology.
We maintain an ongoing programme of research and development and investment in
our intellectual capital. Research and development is a priority at YouGov hence
its leadership by Stephan Shakespeare co-founder and Chief Innovations Officer.
Our UK operations have grown strongly with revenues growing by 65% from £4.8
million in the year ending 31 July 2006 to £7.9 million in the year ending 31
July 2007. This performance reflects our focus on our complementary range of
products: BrandIndex, Omnibus and our bespoke offering.
At a time of ongoing investment in the business, we have seen no margin pressure
in our business overall as clients have continuously valued the quality and
depth of our research to meet their business needs.
In the Middle East operations revenues have grown by 39% from £4.6 million in
the year ending 31 July 2006 to £6.4 million in the year ending 31 July 2007.
This has been driven by the acquisition of Siraj in July 2006 and the good
organic growth of our client base.
At the beginning of the last financial year, we established an Operational Board
which is chaired by myself, and includes our Chief Financial Officer, Chief
Innovations Officer and the country representatives. This reorganisation was
vital to allow us to manage our business whilst delivering growth and greater
internationalisation.
We launched two new businesses in the year, YouGovCentaur and YouGovStone, which
are both contributing as expected.
YouGovCentaur will focus on the lucrative area of specialist panels from lawyers
to engineers and marketeers. We will engage with these audiences so as to
provide clients with an in depth research and product portfolio that meets their
business needs.
YouGovStone focuses on opinion leader research. More and more companies and
organisations are seeking ways of understanding how opinion leaders affect the
world we live in.
Following the year end, we announced that we have concluded our joint venture
with Execution, YouGovExecution, and launched YouGovAlpha, YouGov's 100%
subsidiary to take primary research for the investment community forward.
We believe that companies are about people and I want to thank everyone who has
worked so hard to make 2007 a success and look forward to a successful 2008.
Our future strategy
We are well positioned to be the premier international provider of market and
opinion research. We are focused on specific industry sectors such as media,
financial services, brand, health, consumer, organisational and public sector
research. We will continue to recruit the best minds and apply our technological
development to support our growth.
We will roll out our syndicated research with BrandIndex being launched in the
USA and other geographies. Post year end, we acquired psychonomics, a top 10
agency in Germany, and Zapera, the 'jewel of the Nordic region', in Scandinavia
and exercised our option to acquire Polimetrix in the USA. This gives us a
presence in five of our target hubs around the world.
As well as in-depth knowledge within specific industry areas, the acquisitions
will extend YouGov's capability in target geographies for growth. Significant
parts of the acquired businesses will be moved to YouGov's model and the staff
will be retained for their sector expertise.
Ultimately we aim to provide a constant stream of primary data from strategic
business hubs around the world with a global panel and a global set of
syndicated products: 'The YouGov Screen'. These acquisitions are a significant
step towards achieving that goal.
Chief Financial Officer's report
The financial year to 31 July 2007 has been busy in terms of organic expansion
and corporate activity. Twelve months ago we operated in two jurisdictions, the
UK and the Middle East, with a headcount of 59, at the time of writing, we now
have significant operations in three additional jurisdictions, the USA, Germany
and Scandinavia and 301 talented individuals driving our expansion strategy.
This has been achieved by a commitment to our strategy of prudent organic
growth, and careful acquisitions and opportunity-led joint ventures.
Results
Revenues
Group revenues have grown strongly, increasing by 51% from £9.5 million to £14.3
million. The core UK business grew by 63% to £7.8 million from £4.8 million
whilst the Middle East business grew by 39% from £4.6 million to £6.4 million.
YouGovStone contributed £68,000 to Group revenues and YouGovExecution
contributed £270,000.
Profit Before Tax
YouGov continues to generate strong margins across all of our operations. The
Group margin was 39% compared with 43% last year, reflecting the strategic
investment in intrastructure and significant revenue generating headcount across
all businesses.
Taxation
Taxation reflects charges at the effective rate of 30% for UK operations and
zero for our Middle East operations, which operate in the Free Zone in Dubai.
The effective Group taxation rate is 11% (2006: 13%).
Assets
Tangible fixed assets have increased by 250% from £0.2 million to £0.7 million
reflecting an ongoing investment in infrastructure, such as our new survey
platform, iPollster.
Intangible fixed assets including goodwill from our associate, has increased by
208% to £3.7 million from £1.2 million. This reflects a net increase of £2.5
million relating to goodwill and £0.3 million of technological infrastructure
costs.
The Group's share of net assets of YouGovExecution, YouGovCentaur and Polimetrix
is £111,000, £16,000 and £1.1 million respectively.
Group net assets have increased by 56% from £6.8 million to £10.6 million.
Working Capital
Debtors
Trade debtors have increased by 40% from £3.5 million to £4.9 million reflecting
increased activity and debtor days remain consistent at 94 debtor days (2006: 90
days)
Creditors
Group creditors have increased by 32% from £2.8 million to £3.7 million which
reflects the additional costs being borne by the business as investment is made
to the infrastructure.
Cash
The Group cash position has fallen 25% from £5.5 million to £4.1 million as a
result of investments made during the period.
Cash generation remains strong and £4.8 million of funds were generated from
operating activities during the period.
Facility
We have an agreement in principal with The Royal Bank of Scotland for a
facility of £11.5 million for working capital and acquisition finance.
Capital & Equity
Share Split
On 10 April 2007 the company undertook a 5:1 share split to create greater
liquidity for YouGov plc shares.
Earnings Per Share
Earnings per share for the year to 31 July 2007 is 6.1p, an increase of 36% from
4.5p (adjusted for the 5:1 share split on 10 April 2007) for the year to 31 July
2006. This demonstrates the success of the strategies the Board have implemented
during the current year and have put in place for the future.
Shareholder Return
YouGov has seen its share price rise from £0.98 (adjusted for the 5:1 share
split on 10 April 2007) at 31 July 2006 to £1.49 at 31 July 2007, an increase of
52%.
Risks
Our business, as any other, faces substantial risks, which the directors work
hard to mitigate and address.
Post Balance Sheet - Share Issue
On 6 September 2007 we undertook a placing for cash of 19,285,714 new 0.2p
ordinary shares to institutional investors at £1.40 share. In addition we issued
shares and granted options of an aggregate value of £11.3 million. This was
undertaken to fund the acquisitions outlined above.
Accounting Policies
We apply a suite of regular accounting policies to assist us in reporting our
financial position and results.
International Financial Reporting Standards
The directors are aware that the Company has passed the transition date for
reporting comparative figures under International Financial Reporting Standards
(IFRS). The Audit Committee has a carefully defined plan to manage the
implementation of IFRS.
In so doing we have considered the impact that IFRS will have upon our financial
statements and the Board believes that this impact will not be material. A
reconciliation from UK GAAP to IFRS will be presented with our interim report
for the period to January 2008.
Corporate Finance Activity
During the period we launched two joint ventures, YouGovCentaur and YouGovStone.
In March 2007 YouGov plc and Centaur plc took a 50% stake in YouGovCentaur, each
contributing £30,000 capital and £70,000 in loans. YouGovStone was set up with
Carole Stone, London's 'Queen of networking'', bringing YouGov's research
expertise to Carole's existing panel of 30,000 contacts.
In December 2006 we acquired a 32% stake in a US based company, Polimetrix for a
consideration of $7.5 million with a conditional option to acquire the remaining
share capital.
Post year end we have also been busy, announcing three acquisitions, Polimetrix,
Zapera and psychonomics and have formed a 100% owned subsidiary; YouGovAlpha.
Following the year end, YouGov acquired the remaining 68% of the share capital
of Polimetrix Inc for $2.10 per share. The total consideration is $24.1 million
of which $8.6 million was satisfied in cash with the remaining $15.5 million
being satisfied by the allotment of shares and by the grant of options ($2.7
million).
At the same time we acquired 100% of the share capital of Zapera, a Scandinavian
online research agency, for £5.3 million of which £4.9 million was satisfied in
cash with the remaining £0.4 million being satisfied through the allotment of
shares. A further £2 million was used to settle liabilities and a further £2.25
million may become payable to the sellers subject to certain financial hurdles
for the 12 month period to 31 July 2008 being met. An earn-out has also been
put in place for the two financial years ending 31 July 2010. Under this
earn-out, based on financial targets being met, a maximum of £1.25 million will
be payable, 50% in cash and 50% in Ordinary Shares.
On 27 July 2007 we announced the conditional acquisition of the entire issued
share capital of psychonomics for €20.75 million of which €15.75 million was
satisfied in cash and the remaining €5 million, being satisfied through the
allotment of shares. The psychonomics sellers are entitled to be paid the pre
completion profits of psychonomics for the current year capped at €1.5 million.
An earn-out has also been put in place for the two financial years ending 31
December 2008. Under this earn-out, based on financial targets being met, a
maximum of a further €3 million will be payable, either in cash or shares. The
acquisition did not become unconditional until after the period end and so was
not consolidated in the current reporting period.
YouGovAlpha rose from the cessation of YouGovExecution. YouGov plc has agreed to
cover working capital requirements in the short term.
Consolidated Profit and Loss Account
For the year ended 31 July 2007
Note 2007 2006
£'000 £'000
Turnover: group and share of joint ventures 14,573 9,567
Less: share of joint ventures' turnover (270) (95)
Group turnover - continuing operations* 1 14,303 9,472
Cost of sales 2 (2,647) (2,153)
Gross profit 11,656 7,319
Other operating charges 2 (6,061) (3,466)
Group operating profit before amortisation of 5,595 3,853
goodwill
Amortisation of goodwill of subsidiary 8 (56) -
Amortisation of goodwill of associate 10 (76) -
Group operating profit - continuing operations 5,463 3,853
Share of operating (loss)/profit in joint ventures (4) 9
Share of operating loss in associate (172) -
5,287 3,862
Other income
Management fee 10 -
1 5,297 3,862
Interest
Interest receivable 188 192
Interest payable (2) (1)
Net interest 3 186 191
Share of interest in joint ventures 1 -
Share of interest in associate 36 -
223 191
Profit on ordinary activities before taxation 1 5,520 4,053
Tax on profit on ordinary activities (623) (542)
Share of tax in joint ventures 2 -
Share of tax in associate (1) -
5 (622) (542)
Profit on ordinary activities after taxation 4,898 3,511
Minority interests - equity (794) (521)
Retained profit on ordinary activities after 20 4,104 2,990
taxation and minority interests
Basic earnings per share** 7 6.1 4.5
Diluted earnings per share** 7 5.8 4.2
* All operations are continuing. The full integration of the trade and assets of
Siraj Marketing and Research Agency means that acquisitions have not been
reported separately.
** Restated for the 5:1 share split on 10 April 2007
Consolidated Statement of Total Recognised Gains & Losses
For the year ended 31 July 2007
Note 2007 2006
£'000 £'000
Exchange difference on translation of foreign (360) -
operations
Net Loss recognised directly in equity (360) -
Profit for the year 4,104 2,990
Total recognised gains and losses for the period 3,744 2,990
Consolidated Balance Sheet
As at 31 July 2007
Note 2007 2006
£'000 £'000
Fixed assets
Intangible assets 8 1,177 1,171
Tangible assets 9 699 158
Investments general 10 685 -
Investment in joint ventures
Share of gross assets 288 123
Share of gross liabilities (161) (13)
10 127 110
Investment in associate 10 3,651 -
6,339 1,439
Current assets
Debtors 11 5,699 3,699
Cash at bank and in hand 4,061 5,546
9,760 9,245
Creditors: amounts falling due within one 12 (3,665) (2,796)
year
Total assets less current liabilities 12,434 7,888
Creditors: amounts falling due after more 13 (334) (365)
than one year
Provisions for liabilities 15 (56) (12)
Minority interests - equity (1,460) (743)
1 10,584 6,768
Capital & reserves
Called up share capital 16 135 134
Share premium account 18 3,026 2,943
Profit and loss account 18 7,423 3,691
20 10,584 6,768
Company balance sheet
As at 31 July 2007
Note 2007 2006
£'000 £'000
Fixed assets
Intangible assets 8 63 -
Tangible assets 9 603 108
Investments 10 820 106
1,486 214
Current assets
Debtors 11 6,758 1,534
Cash at bank and in hand 3,994 5,107
10,752 6,641
Creditors: amounts falling due within 12 (5,682) (1,928)
one year
Net current assets 5,070 4,713
Total assets less current liabilities 6,556 4,927
Provisions for liabilities 15 (56) (12)
6,500 4,915
Capital and reserves
Called up share capital 16 135 134
Share premium account 18 3,026 2,943
Profit and loss account 18 3,339 1,838
Shareholders' funds 6,500 4,915
Consolidated Cashflow Statement
For the year ended 31 July 2007
Note 2007 2006
£'000 £'000
Net cash inflow from operating activities 19 4,806 2,896
Returns on investments and servicing of
finance
Interest received 234 181
Interest paid (2) (1)
Net cash inflow from returns on investments 232 180
and servicing of finance
Taxation (960) (318)
Capital expenditure and financial investment
Purchase of intangible fixed assets (168) (806)
Purchase of tangible fixed assets (682) (133)
Cost of investment in subsidiary (5) -
Cost of investment in joint venture (34) (100)
Cost of investment in associate (3,727) -
Cost of investment completed post year end (676) -
Net cash outflow from capital expenditure (5,292) (1,039)
and
financial investment
Financing
Issue of shares 1 1
Premium on issue of shares 102 30
Expenses offset against share premium (19) -
account
Net cash inflow from financing 84 31
(Decrease)/increase in cash 21 (1,130) 1,750
Notes to the financial statements
1 TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
Turnover is attributable to market research. An analysis of turnover by
geographical market is given below:
Turnover Profit before Net assets
taxation
2007 2006 2007 2006 2007 2006
£'000 £'000 £'000 £'000 £'000 £'000
UK 7,880 4,849 2,724 1,898 5,160 4,809
Middle East 6,423 4,623 2,825 1,955 1,646 1,698
Middle East Acquisition - - - - - 151
14,303 9,472 5,549 3,853 6,806 6,658
Common costs - -
Operating profit 5,549 3,853
Share of turnover, 270 95 (4) 9 127 110
operating profit and net
assets of joint ventures
Share of loss before tax (248) - 3,651 -
and net assets of
associate
14,573 9,567 5,297 3,862 10,584 6,768
Net interest 223 191
Unallocated assets - -
Group turnover and share 14,573 9,567
of joint ventures
Group profit before 5,520 4,053
taxation, minority
interests and
extraordinary items
Group net assets 10,584 6,768
All YouGov businesses are continuing operations. The old Siraj Marketing and
Research business cannot be disaggregated from our operations in the Middle East
as these have become fully integrated into our pre-existing Middle East
business.
Barter Transactions
YouGov entered into barter transactions in the UK totalling £237,000 (2006:
£nil). In YouGovSiraj barter transactions totalled £155,000 (2006: £54,000).
Barter transactions involving advertising totalling £392,000 (2006: £54,000)
have been included in turnover as per UITF 26.
The profit on ordinary activities before taxation is stated after:
2007 2006
£'000 £'000
Fees payable to the group's auditors for the audit of 28 27
the group accounts
Fees payable to the group's auditors for the audit of 3 -
the subsidiary accounts
Fees payable to the group's auditors for the audit of 1 -
the associate accounts
Fees payable to the group's auditors for the audit of 1 -
the joint ventures' accounts
Fees payable to the group's auditors for tax 7 1
compliance fees
Fees payable to the group's auditors for interim 4 4
review fee
Fees payable to the group's auditors for other 7 1
services
Audit work for the individual accounts of YouGovME FZ - 1
LLC
Depreciation and amortisation:
Goodwill 132 -
Intangible fixed assets 9 -
Tangible fixed assets, owned 114 34
Assets under hire purchase 12 4
(Profit)/loss on the dirposal of fixed assets 13 -
Other operating lease rentals:
Plant and machinery 3 2
Land and buildings 243 83
2 COST OF SALES AND OTHER OPERATING CHARGES
2007 2006
£'000 £'000
Cost of sales 2,647 2,153
Other operating charges:
Selling and marketing 1,501 347
Administrative expenses 4,117 2,941
Establishment costs 443 178
6,061 3,466
3 NET INTEREST
2007 2006
£'000 £'000
Interest on hire purchase (2) (1)
Other interest receivable and similar income 188 192
186 191
4 DIRECTORS AND EMPLOYEES
Staff costs during the year were as follows:
2007 2006
The group £'000 £'000
Wages and salaries 3,596 1,864
Social security costs 275 187
Share based payments 37 -
Other benefits 126 -
4,034 2,051
2007 2006
The company £'000 £'000
Wages and salaries 2,833 1,614
Social security costs 271 187
Share based payments 37 -
Other benefits 9 -
3,150 1,801
The average number of employees of the group during the year was 76 (2006: 42).
The average number of employees of the company during the year was 54 (2006:
34).
Remuneration in respect of directors was as follows:
2007 2006
£'000 £'000
Emoluments 1,269 741
The amounts set out above include remuneration in respect of the highest paid
director as follows:
2007 2006
£'000 £'000
Emoluments 276 175
The aggregate gain made by Panos Manolopoulos on the exercise of his share
options is set out below:
No. Exercise Market Gain
options price price £
Date of exercise
19 January 2007 283,455 £0.18 £1.875 480,456
10 April 2007 283,455 £0.18 £1.885 483,291
963,747
Directors' emoluments include the amount of £52,246 paid to West Eight
Investments Limited. This company is owned and controlled by Roger Parry, our
non-executive Chairman.
5 TAX ON PROFIT ON ORDINARY ACTIVITIES
The tax charge represents:
2007 2006
£'000 £'000
Profit on ordinary activities before tax 5,520 4,053
Profit on ordinary activities multiplied by the 1,656 1,216
standard rate of corporation tax in the year
Overseas earnings not assessable to UK corporation tax (1,026) (710)
United Kingdom corporation tax at 30% (2006: 30%) 630 506
Adjustment in respect of prior period (19) 14
Expenses not deductible for tax purposes 12 17
Depreciation in excess of capital allowances (45) 4
Total current tax 578 541
Origination and reversal of timing differences 44 1
Total deferred tax 44 1
Tax on profit on ordinary activities 622 542
6 PROFIT FOR THE FINANCIAL YEAR
The parent company's profit for the year was £1,501,000 (2006: £1,680,000).
7 EARNINGS PER SHARE
2007 2006
Earnings Weighted Per Earnings Weighted Per
average share average share
number of amount number of amount
shares shares * *
£'000 pence £'000 pence
Profit attributable 4,104 2,990
to shareholders
Basic earnings per
share
Earnings 67,350,959 6.1 66,790,785 4.5
attributable to
ordinary
shareholders
Dilutive effect of
securities
Options 3,461,575 4,039,930
Diluted earnings
per share
Adjusted earnings 70,812,534 5.8 70,830,715 4.2
Adjusted profit 4,236 2,990
attributable to
shareholders
Basic earnings per
share
Earnings 67,350,959 6.3 66,790,785 4.5
attributable to
ordinary
shareholders
Dilutive effect of
securities
Options 3,461,575 4,039,930
Diluted earnings
per share
Adjusted earnings 70,812,534 6.0 70,830,715 4.2
* Restated for the 5:1 share split on 10 April 2007
The EPS calculation above does not take account of new shares issued as
consideration by way of placing to satisfy the consideration on the three
acquisitions of Zapera, Polimetrix and psychonomics.
Reconciliation of profit and adjusted profit 2007 2006
attributable to
shareholders £'000 £'000
Profit attributable to shareholders 4,104 2,990
Add: amortisation of goodwill 132 -
Adjusted profit attributable to shareholders 4,236 2,990
8 INTANGIBLE FIXED ASSETS
The group
Goodwill Panel Trademarks Total
acquisition
costs
£'000 £'000 £'000 £'000
Cost
At 1 August 2006 1,171 - - 1,171
Additions 16 124 28 168
Foreign exchange movement on (97) - - (97)
retranslation
At 31 July 2007 1,090 124 28 1,242
Amortisation
At 1 August 2006 - - - -
Provided in the year 56 9 - 65
At 31 July 2007 56 9 - 65
Net book amount at 31 July 2007 1,034 115 28 1,177
Net book amount at 31 July 2006 1,171 - - 1,171
The company
Goodwill Panel Trademarks Total
acquisition
costs
£'000 £'000 £'000 £'000
Cost
At 1 August 2006 - - - -
Additions - 41 25 66
At 31 July 2007 - 41 25 66
Depreciation
At 1 August 2006 - - - -
Provided in the year - 3 - 3
At 31 July 2007 - 3 - 3
Net book amount at 31 July 2007 - 38 25 63
Net book amount at 31 July 2006 - - - -
The valuation method for intangibles is arms length purchase price (less fair
value of assets acquired, in the case of goodwill) for goodwill, panel
acquisition cost and trademarks.
9 TANGIBLE FIXED ASSETS
Fixture Motor Leasehold Total
& vehicles property &
Software fittings Computer improvements
development software
costs &
hardware
The group
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 August 2006 - 52 96 22 54 224
Additions 133 138 194 28 189 682
Disposals - (5) (17) - (17) (39)
Reclassification - 30 - - (30) -
At 31 July 2007 133 215 273 50 196 867
Depreciation
At 1 August 2006 - 16 33 4 13 66
Provided in the year - 31 56 13 26 126
Disposals - (3) (15) - (6) (24)
Reclassification - 12 - - (12) -
At 31 July 2007 - 56 74 17 21 168
Net book amount at 31 133 159 199 33 175 699
July 2007
Net book amount at 31 - 36 63 18 41 158
July 2006
Included within the NBV of £699,000 was £33,000 (2006: £18,000) relating to
assets held under finance leases and hire purchase agreements. The depreciation
charged to the financial statements in the year in respect of such assets was
£12,000 (2006: £4,000).
Software Fixtures & Computer Leasehold
development fittings hardware & property &
costs software improvements Total
The company
£'000 £'000 £'000 £'000 £'000
Cost
At 1 August 2006 - 41 74 47 162
Additions 133 135 160 177 605
Disposals - - (17) (17) (34)
Reclassification - 30 - (30) -
At 31 July 2007 133 206 217 177 733
Depreciation
At 1 August 2006 - 13 29 12 54
Provided in the year - 27 47 23 97
Disposals - - (15) (6) (21)
Reclassification - 12 - (12) -
At 31 July 2007 - 52 61 17 130
Net book amount at 31 July 2007 133 154 156 160 603
Net book amount at 31 July 2006 - 28 45 35 108
10 FIXED ASSET INVESTMENTS
Total fixed asset investments comprise:
The group The company
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Interest in subsidiaries (a) 5 - 10 6
Interest in joint ventures (b) 4 - 134 100
Interest in associate (c) - - - -
Interest in investment completed 676 - 676 -
post year end
685 - 820 106
The value of investments is determined on the basis of the cost to the Group.
Interest in investment completed post year end represents a non-refundable
deposit paid to psychonomics shareholders.
(a) Interests in subsidiaries
At 31 July 2007 the company had interests in the following subsidiaries:
Proportion held
Subsidiary Country of Class of by by
incorporation share parent the Nature of
capital company group business
held
YouGovM.E. FZ Subsidary United Arab Ordinary 78% 78% Market
LLC Emirates research
YouGovStone Subsidiary England Ordinary 51% 51% Market
Limited research
YouGovAmerica Subsidiary USA Ordinary 100% 100% Holding
LLC Co
YouGovEurope Subsidiary England Ordinary 100% 100% Holding
Holdings Co
Limited
YouGovAmerica Subsidiary England Ordinary 100% 100% Holding
Holdings Co
Limited
YouGovAlpha Subsidiary England Ordinary 100% 100% Market
Limited Research
YouGovEurope Holdings Limited, YouGovAmerica Holdings Limited and YouGovAlpha
limited were not active at 31 July 2007 and have therefore been excluded from
the consolidated financial statements.
All subsidiaries have co-terminous year ends.
(b) Interests in joint ventures
At 31 July 2007 the company had interests in the following joint ventures:
Proportion held Nature of
Joint Country of Class of business
venture incorporation share
capital by by the Financial
held parent group Year-end
company
YouGovExecution JV England Ordinary 50% 50% Primary 31 July
Limited research
for the
investment
community
YouGovCentaur JV England Ordinary 50% 50% Specialist 30 June
Limited business
to
business
research
Subsequent to the end of the financial year, the Board decided to cease trading
in YouGovExecution. See note 25.
The group's share of the assets and liabilities of YouGovExecution Limited was:
2007 2006
£'000 £'000
Fixed assets 6 1
Current assets 174 122
Liabilities due within one year (69) (13)
Liabilities due after one year or more - -
The principal place of business for YouGovExecution is 2nd Floor, Block D, The
Old Truman Brewery, 91 Brick Lane, London, E1 6QL.
The group's share of the assets and liabilities of YouGovCentaur Limited was:
2007 2006
£'000 £'000
Fixed assets 1 -
Current assets 107 -
Liabilities due within one year (21) -
Liabilities due after one year or more (71) -
The principal place of business for YouGovCentaur is 50 Poland Street, London,
W1F 7AX.
If the investment in joint ventures had been included at cost, they would have
been included at the following amounts:
YouGov YouGov Total
Execution Centaur
The group and the company
£'000 £'000 £'000
Cost or valuation
At 1 August 2006 100 - 100
Additions - 34 34
At 31 July 2007 100 34 134
Amounts written off
At 1 August 2006 - - -
Provided in the year - - -
At 31 July 2007 - - -
Net book amount at 31 July 2007 100 34 134
Net book amount at 31 July 2006 100 - 100
(c) Interests in associate
At 31 July 2007 the company had interests in the following associate:
Proportion held
Associate Country of Class of Nature
incorporation share of
capital business
held by parent by the
company group
Polimetrix Inc Associate USA Ordinary 0% 32% Market
research
At 31 July 2007 YouGov held an option to acquire the balance of Polimetrix'
equity at an option price of $2.10 per share.
The principal place of business is 364 University Avenue, Palo Alto, CA 94301,
USA.
Share of Goodwill Total
net assets
The group
£'000 £'000 £'000
Cost or valuation
At 1 August 2006 - - -
Additions 1,132 2,595 3,727
At 31 July 2007 1,132 2,595 3,727
Amounts written off
At 1 August 2006 - - -
Provided in the year - 76 76
At 31 July 2007 - 76 76
Net book amount at 31 July 2007 1,132 2,519 3,651
Net book amount at 31 July 2006 - - -
11 DEBTORS
The group The company
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Trade debtors 4,917 3,547 2,111 1,395
Amounts owed by group - - 4,012 36
undertakings
Amounts owed by joint ventures 139 3 139 3
Other debtors 36 37 8 16
Prepayments and accrued income* 607 112 488 84
5,699 3,699 6,758 1,534
* Additional expenditure of £260,000 (2006: £nil) with respect to acquisition
costs for investments acquired after the year end has been included within
prepayments. Additional expenditure represents professional fees which will be
capitalised as part of the investment on completion.
12 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
The group The company
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Deferred income 548 361 338 316
Trade creditors 490 122 408 105
Amounts owed to group - - 2,727 6
undertakings
Corporation tax 147 527 147 527
Social security and other taxes 377 291 372 291
Other creditors 162 75 162 75
Accruals 1,917 1,292 1,528 608
Pre-acquisition profit - 110 - -
distribution
Amounts due under hire purchase 24 18 - -
contracts
3,665 2,796 5,682 1,928
13 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
The group The company
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Deferred consideration 334 365 - -
334 365 - -
Deferred consideration relates to a payment to be made in respect of the
acquisition of the trade and assets of Siraj. The payment will be made on 30
July 2009.
14 FINANCIAL INSTRUMENTS
The company uses financial instruments, other than derivatives, comprising cash,
liquid resources and various items, such as trade debtors, trade creditors etc,
that arise directly from its operations. The company has no borrowings. The main
purpose of these financial instruments is to raise finance for the company's
operations.
The main risks arising from the group financial instruments are liquidity risk
and foreign exchange risk. The board reviews and agrees policies for managing
this risk and they are summarised below. This policy has remained unchanged from
previous years.
It is and has been throughout the year under review, the group policy that no
trading in financial instruments shall be undertaken.
Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably.
Interest rate profile
The financial assets at 31 July 2007 comprised £4.1 million of cash accruing
interest.
During the period 1 August 2006 - 31 July 2007 the rates applicable varied
between 4.75% and 5.75%. The rates vary in line with the Bank of England base
rate (2006: 4.0% - 4.75%).
In the U.A.E. interest has been earned at rates between 4.375% and 5.0% (2006:
4.675% - 4.75%) depending upon the length of the deposit term.
Currency risk
The group does not hedge its exposure of foreign investments held in foreign
currencies.
Net foreign currency monetary assets
Functional currency of Sterling US Dollar Euro Total
operation
£'000 £'000 £'000 £'000
31 July 2007
Sterling - 1,514 1,462 2,976
Other currencies - 2,036 - 2,036
- 3,550 1,462 5,012
15 PROVISIONS FOR LIABILITIES
The group Deferred Total
taxation
£'000 £'000
At 1 August 2006 12 12
Provided during year in 44 44
profit and loss account
At 31 July 2007 56 56
The company Deferred Total
taxation
£'000 £'000
At 1 August 2006 12 12
Provided during year in 44 44
profit and loss account
At 31July 2007 56 56
The deferred tax charge in the current and prior period represents accelerated
capital allowances on fixed assets acquired.
16 SHARE CAPITAL
2007 2006
£ £
Authorised
100,000,000 Ordinary share of 0.2p each 200,000 -
20,000,000 Ordinary Shares of 1p each - 200,000
2007 2006
£ £
Allotted, called up and fully paid
At 1 August 2006 13,369,557 (2005: 13,338,207) 133,695 133,381
Ordinary Shares of 1p each
New shares allotted, called up and fully paid in 1,150 314
respect of share options
67,422,570 Ordinary shares of 0.2p each (2006: 134,845 133,695
13,369,557 Ordinary Shares of 1p each)
113,382 ordinary shares of 1p each were issued in the period in respect of the
exercise of options by Panos Manolopoulos. The total nominal value of these
shares was £1,133.82 and the total consideration received was £102,043.80. These
shares were issued prior to the share split in April 2007
7,875 ordinary share of 0.2p each were issued in the period in respect of an
employee exercising options. The total nominal value of these shares was £15.75
and the total consideration received was £1,417.50.
On 10 April 2007 the company undertook a 5 for 1 share split which reduced the
nominal value of each share from 1p to 0.2p.
17 SHARE BASED PAYMENTS
Details of the number of share options and the weighted average exercise price
(WAEP) outstanding during the year are as follows:
Approved share option scheme 2007 2006 WAEP
WAEP
No. * £ * No. * £ *
Outstanding at the beginning 3,022,875 0.145 2,729,625 0.124
of the year
Granted during the year 121,510 1.645 293,250 0.341
Exercised during the year (563,430) 0.180 - -
Lapsed during the year (166,125) 0.180 - -
Outstanding at the end of the 2,414,830 0.210 3,022,875 0.145
year
Exercisable at the end of the 2,146,665 0.120 2,802,940 0.130
year
Unapproved share option scheme 2007 2006 WAEP
WAEP
No * £ * No. * £ *
Outstanding at the beginning 985,015 0.227 578,265 0.180
of the year
Granted during the year 21,346 1.645 406,750 0.295
Exercised during the year (11,355) 0.180 - -
Lapsed during the year - - - -
Outstanding at the end of the 995,006 0.258 985,015 0.227
year
Exercisable at the end of the 486,830 0.228 113,040 0.283
year
Two schemes relating to employees are in place. The first covers 101,335 share
options and are exerciseable by employees at an exercise price of £0.18 until
expiry. The second covers 142,856 share options which become exerciseable in the
following tranches; 47,620 on 10 April 2008, 47,618 on 10 April 2009 and 47,618
on 10 April 2010. The vesting of these shares is dependent upon specific targets
being achieved. The exercise price of all 142,856 share options is £1.645.
Share options exercised in the current financial year were done so at prices
between £1.875 and £2.025.
The profit and loss charge for share based payments is disclosed in note 4.
The options outstanding as at 31 July 2007 have the following average exercise
prices and expire in the following financial years.
Expiry Exercise 2007 2006
price
£ * No. * No. *
31 July 2013 0.180 57,000 231,000
31 July 2013 0.100 1,898,735 1,898,735
31 July 2015 0.180 611,245 1,178,155
31 July 2016 0.341 293,250 293,250
31 July 2016 0.295 406,750 406,750
31 July 2017 1.645 142,856 -
3,409,836 4,007,890
The fair value of equity settled transactions is estimated at the date of grant.
Fair values were determined according to the Black-Scholes option pricing model
using the following:
Scheme 2007 EMI 2007 2006 2006
* Unapproved * EMI * Unapproved *
Number granted 121,510 21,346 293,250 406,750
Weighted average share price £1.885 £1.885 £0.341 £0.341
at grant
Weighted average share £1.645 £1.645 £0.341 £0.295
exercise price
Weighted average expected 29.9% 29.9% 26.3% 26.3%
volatility
Average expected life (years) 5 5 5 5
Weighted average risk free 5.2% 5.2% 3.7% 3.7%
rate
Expected dividend yield 0.0% 0.0% 0.0% 0.0%
* Restated for the 5:1 share split on 10 April 2007
18 SHARE PREMIUM ACCOUNT AND RESERVES
The group
Share Profit
premium and loss
account account
£'000 £'000
At 1 August 2006 2,943 3,691
Retained profit for the year - 4,092
Other recognised gains and losses - (360)
relating to the period
Premium on allotment during the 102 -
year
Cost of issue of shares (19) -
At 31 July 2007 3,026 7,423
The company Share Profit
premium and loss
account account
£'000 £'000
At 1 August 2006 2,943 1,838
Retained profit for the year - 1,501
Premium on allotment during the 102 -
year
Cost of issue of shares (19) -
At 31 July 2007 3,026 3,339
19 NET CASH FLOW FROM OPERATING ACTIVITIES
2007 2006
£'000 £'000
Net cash inflow from operating activities
Operating profit 5,301 3,862
Amortisation of intangible fixed assets 141 -
Depreciation of tangible fixed assets 126 38
Loss on disposal of fixed assets 13 -
(Increase) in debtors (2,000) (2,930)
Increase in creditors 1,225 1,926
Net cash inflow from operating activities 4,806 2,896
20 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2007 2006
£'000 £'000
Profit on ordinary activities after taxation 4,898 3,511
Minority interests - equity (794) (521)
Retained profit on ordinary activities after taxation 4,104 2,990
and minority interests
Dividends (12) -
Retained profit for the financial year 4,092 2,990
Other recognised gains and losses relating to the (360) -
period
Premium on issue of shares 102 30
Net issue of share capital 1 1
Offset expenses against share premium account (19) -
Net increase in shareholders' funds 3,816 3,021
Opening shareholders funds 6,768 3,747
Closing shareholders funds 10,584 6,768
21 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2007 2006
£'000 £'000
(Decrease)/Increase in cash in the year (1,130) 1,750
Foreign exchange difference on the retranslation of (355) -
overseas entities
Movement in net cash in the year (1,485) 1,750
Net cash at beginning of year 5,546 3,796
Net cash at end of year 4,061 5,546
22 ACQUISITIONS
Siraj
On 30 July 2006 the group acquired a 100% stake in the business the assets and
trade of Siraj Marketing and Research Consultancy (Siraj), through our
subsidiary YouGov ME FZ LLC, for a consideration of £1.3million in cash.
Goodwill arising on the acquisition has been capitalised and will be written off
over its useful estimated life. The purchase of has been accounted for by the
equity method of accounting. We presented draft fair value estimates at 31 July
2006. No fair value adjustment was required. We have amended the value of
acquisition costs capitalised. The impact of this was to increase the value of
goodwill.
The assets and liabilities of Siraj acquired were as follows:
Book Revaluation Accounting Other Fair
value policy adjustments value
adjustments
£'000 £'000 £'000 £'000 £'000
Tangible fixed 2 - - - 2
assets
Current assets
Trade debtors 218 - - - 218
Bank and cash 68 - - - 68
Total assets 288 - - - 288
Other creditors 45 - - - 45
Accruals 92 92
Total liabilities 137 - - - 137
Net assets 151 - - - 151
Purchased goodwill 1,171
capitalised
Costs of acquisition 16
capitalised
Total goodwill 1,187
1,338
Satisfied by:
Cash 847
Deferred consideration 475
Working capital 16
1,338
Polimetrix
On 22 December 2006 the group acquired a 32% stake in Polimetrix for a
consideration of £3.8m. Goodwill arising on the acquisition has been capitalised
and will be written off over its useful estimated life. The purchase has been
accounted for by the equity method of accounting. The stake held in Polimetrix
was increased post year end. Full details of this are disclosed in note 25.
Book Revaluation Accounting Other Fair
value policy adjustments value
adjustments
£'000 £'000 £'000 £'000 £'000
Tangible fixed 32 - - - 32
assets
Current assets
Trade debtors 81 - - - 81
Other debtors 3 - - - 3
Bank and cash 1,254 - - - 1,254
Total assets 1,370 - - - 1,370
Trade creditors 15 - - - 15
Other creditors 42 - - - 42
Total liabilities 57 - - - 57
Net assets 1,313 - - - 1,313
Purchased goodwill 2,521
capitalised
Costs of acquisition 74
capitalised
Total goodwill 2,595
3,908
Satisfied by:
Cash 3,834
Working capital 74
3,908
The results of Polimetrix for the period from the beginning of the subsidiary's
financial year to the date of acquisition and also the comparative year to 31
December 2005 are as follows:
1 January Year ended
2006 - 21 31 December
December 2005
2006
£'000 £'000
Turnover 1,195 349
Operating (loss)/profit (754) 31
(Loss)/profit before tax (746) 31
(Loss)/profit after tax (747) 31
23 CAPITAL COMMITMENTS
The group and the company had an outstanding commitment to procure software to
the value of £109,709 at year end. By 31 July 2007 £10,971 had been settled.
Purchase orders of £115,590 have been approved but not accrued, where they
relate to the period from 1 August 2007 onward. The balance will be settled in
equal instalments in stage payments during the financial year ending 31 July
2008.
YouGov has committed to a non-refundable deposit to the shareholders of
psychonomics of £2.1 million of which £676,000 had been paid by 31 July 2007.
The balance was settled in August 2007. No capital commitments existed for the
group or the company at 31 July 2006.
24 LEASING COMMITMENTS
Operating lease payments amounting to £320,000 (2006: £102,000) are due within
one year. The leases to which these amounts relate expire as follows:
2007 2006
Land and Other Land and Other
buildings buildings
£'000 £'000 £'000 £'000
In one year or less 14 3 47 2
Between one and five years - - 53 -
In five years or more 303 - - -
317 3 100 2
25 POST BALANCE SHEET EVENTS
We announced on 7 August 2007 that we proposed to raise approximately £27
million by means of a placing for cash of 19,285,714 new ordinary shares to
institutional investors at £1.40 share, and to issue shares and to grant options
of an aggregate value of £11.3 million. Each of the psychonomics and Zapera
Acquisition agreements contain earn-out provisions which, if met, will require
YouGov to pay an estimated amount of £6.5 million by way of further
consideration.
Polimetrix
Under the terms of the pre-existing option, YouGov and YouGov America had the
right to purchase the 68% of Polimetrix not currently owned by YouGov America.
The merger resulted in the acquisition of such 68% at a price of $2.10 per
share. Agreement was reached on 7 August 2007. The total consideration payable
to Polimetrix is $24.1 million (approximately £11.7 million) of which $8.6
million (approximately £4.2 million) was satisfied in cash. The remaining $15.5
million (approximately £7.5 million) was satisfied by the allotment of shares
and by the grant of options (to the value of approximately $2.7 million (£1.3
million)). A proportion of the Acquisition Shares will only be issued one year
following completion provided there are no claims made by YouGov under the
merger agreement. The Acquisition Shares are subject to selling restrictions
for a period of 12 months from the date of completion.
Zapera
Zapera is an online research agency with offices in Denmark, Sweden and Norway
and specialises in healthcare, pharmaceutical and brand research. The
consideration payable on completion was £5.3 million (subject to a net working
capital adjustment) and is to be satisfied by a mixture of cash (£4.9 million)
and the allotment of 264,026 shares to the value of £400,000 (priced at 151.5
pence per Ordinary Share). In addition, YouGov applied £2 million towards the
repayment of loan capital, the acquisition of bank debt and the payment of
deferred consideration pursuant to a previous acquisition made by Zapera.
Additional consideration of £2.25 million will become payable to the sellers
subject to certain financial hurdles for the 12 month period to 31 July 2008
being met by Zapera. The two original founders are entitled to an earn-out
payment of (in aggregate) £1.25 million depending on the financial performance
for the 12 month periods to each of 31 July 2009 and 2010. Any such earn-out
payment to the founders will be satisfied 50% in cash and 50% in Ordinary
Shares. Agreement was reached on 7 August 2007.
psychonomics
The acquisition of psychonomics was announced on 27 July 2007. psychonomics was
incorporated in 1992 and has its head office in Cologne with offices in Vienna
and Berlin.
The consideration payable on completion for the entire issued share capital of
psychonomics was €20.75 million (approximately £14.0 million) and was satisfied
by the issue of shares to the value of €5 million (approximately £3.4 million)
with the balance being paid in cash. Of the initial cash consideration €3.2
million (approximately £2.1 million) was paid as a non-refundable deposit. The
psychonomics sellers are entitled to be paid the pre completion profits of
psychonomics for the current year calculated in proportion to the number of
months elapsed prior to completion. Such amount is capped at €1.5 million
(approximately £1 million.) An earn-out has also been put in place for the two
financial years ending 31 December 2008. Under this earn-out, based on financial
targets being met, a maximum of a further €3 million (approximately £2 million)
will be payable, either in cash or shares (priced at the average price of
trading over the 30 dealing day period following publication of the audited
financial statements for the financial year ending 31 December 2008). In
addition to the purchase price payable, Ordinary Shares to the value of
€500,000 will be issued for a psychonomics employee incentivisation programme.
YouGovExecution Dissolved Amicably
After 18 months of successful operations both YouGov and Execution have decided
to amicably dissolve the YouGovExecution (YGX) joint venture with a view to
each company independently pursuing aspects of the YGX business. We aim to
complete the dissolution by the time we report our interim results for the
period ended 31 January 2008.
Having established primary research services as a valuable resource for the
investment community, both Execution and YouGov have agreed that it is no
longer in the interests of either party to maintain an exclusive relationship
with each other.
The two companies will continue to co-operate on certain existing YGX services,
such as the YouGov/Execution Clothing Retail Index, and in the future where
there is a relevant business opportunity for both.
YouGovAlpha
YouGov created YouGovAlpha, the UK's only dedicated market research agency with
services tailored to the specific needs of fund managers and investment
professionals. Building on the recent success of YouGovExecution (YGX),
YouGovAlpha provides a competitive advantage to its clients by using primary
research to gain insights into the marketplace performance of sectors and
companies ahead of trading statements and publicly available information.
YouGovAlpha commenced trading on 1 August 2007.
EGM
Further to the announcement, distribution of circular and notice of EGM by
YouGov plc (the 'Company') on 7 August 2007 in connection with the cash placing
to raise £27 million and the issue of £10 million of ordinary shares as part
consideration for three acquisitions in the US, Germany and Denmark, the Board
of the Company is pleased to announce that all resolutions required to effect
the cash placing and acquisitions were duly passed at the EGM on 3 September
2007. 25,215,543 ordinary shares, being the placing shares and acquisition
consideration shares, were admitted to trading on AIM on 6 September 2007.
YouGov announced on 14 September 2007 that the psychonomics acquisition
completed on 10 September 2007 whilst the Zapera and Polimetrix acquisitions
completed on 11 September 2007.
26 TRANSACTIONS WITH DIRECTORS AND OTHER RELATED PARTIES
There have been no transactions with directors during the year.
During the year sales were made to Endemol UK totalling £2,600 (2006: £19,000).
Endemol UK is a company which Peter Bazalgette, a non-executive director of
YouGov plc, is a director. The sale was made at arms length and on usual
commercial terms. As at 31 July 2007 Endemol UK owed YouGov plc £nil (2006:
£22,325).
During the year goods and services were procured from IIR Limited totalling
£5,293 (2006: £nil). IIR Limited is a company which Anthony Foye, a
non-executive director of YouGov plc, is a director. The purchases were made at
an arms length and on usual commercial terms. As at 31 July 2007 YouGov plc owed
IIR Limited £nil (2006: £nil).
During the year goods and services were procured from Hawkshead Limited
totalling £nil (2006: £35,240). Hawkshead Limited is a company which Peter
Bazalgette, a non-executive director of YouGov plc, is a director. The purchases
were made at an arms length and on usual commercial terms. As at 31 July 2007
YouGov plc owed Hawkshead Limited £nil (2006: £nil).
During the year, YouGov plc provided research services totalling £480,236 (2006:
£nil) to Privero Capital, a US based investment fund. A minority stake in this
fund is partially owned by Stephan Shakespeare and Balshore Investments (the
family trust of Nadhim Zahawi's family), each of whom control 18.75% of the
fund. At 31 July 2007 Privero owed YouGov plc £480,236 (2006: £nil).
During the year sales were made to YouGovExecution totalling £315,654 (2006:
£131,220). At 31 July 2007 YouGovExecution owed YouGov plc £52,122 (2006: £nil).
During the year sales were made to YouGovStone totalling £57,166 (2006: £nil).
At 31 July 2007 YouGovStone owed YouGov plc £67,170 (2006: £nil).
Trading between YouGov plc and subsidiary companies is excluded from the related
party note as this has been eliminated on consolidation.
27 NON STATUTORY FINANCIAL INFORMATION
The financial information set out in the preliminary announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985.
The summarised balance sheet at 31 July 2007, summarised profit and loss
account, summarised cash flow statement and associated notes for the year then
ended have been extracted from the Group's financial statements. Those financial
statements have not yet been delivered to the Registrar.
This information is provided by RNS
The company news service from the London Stock Exchange