REG - YouGov PLC - Interim Results for the six months ended 31.01.16 <Origin Href="QuoteRef">YOU.L</Origin> - Part 2
21/03/2016 11:32
- Part 2: For the preceding part double click ID:nRSU6698Sa
- (330)
Proceeds from sale of property, plant and equipment - 1 -
Purchase of property, plant and equipment (322) (413) (1,123)
Purchase of intangible assets (2,232) (2,341) (4,631)
Interest received 4 1 2
Dividends received 14 - 48
Net cash used in investing activities (2,637) (2,752) (6,174)
Cash flows from financing activities
Proceeds from the issue of share capital - 5 40
Repayment of borrowings - - (28)
Dividends paid to company's shareholders (1,043) (804) (804)
Dividends paid to non-controlling interest (22) - (17)
Net cash used in financing activities (1,065) (799) (809)
Net (decrease)/increase in cash and cash equivalents (502) (3,776) 2,585
Cash and cash equivalents at beginning of period 10,017 7,245 7,245
Exchange gain on cash and cash equivalents 625 205 187
Cash and cash equivalents at end of period 10,140 3,674 10,017
* Amortisation includes £67,000 (2015: £65,000) recognised in cost of sales.
YOUGOV PLC
notes to the consolidated interim financial statements
For the six months ended 31 January 2016
1 GENERAL INFORMATION
YouGov plc and subsidiaries' ('the Group') principal activity is the provision
of market research. The market research industry is subject to seasonal
fluctuations, with peak demand in the second half of the Group's financial
year.
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 21 March 2016.
This consolidated interim financial information for the six months ended 31
January 2016 does not comprise statutory accounts within the meaning of
Section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 July 2015 were approved by the Board
on 12 October 2015 and delivered to the Registrar of Companies. The report of
the auditors on those
accounts was unqualified, did not contain an emphasis of matter paragraph and
did not contain
any statement under section 498 of the Companies Act 2006. The consolidated
financial statements of the Group for the year ended 31 July 2015 are
available from the Company's registered office or website (www.yougov.com).
This consolidated interim financial information is unaudited and not reviewed
by the auditors.
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
This consolidated interim report for the six months ended 31 January 2016 has
been prepared in accordance with the Disclosure and Transparency Rules of the
Financial Services Authority and 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
2015, which has been prepared in accordance with IFRS's as adopted by the
European Union.
Accounting policies
The accounting policies applied are consistent with those of the Annual
Financial Statements for the year ended 31 July 2015, as described in those
Annual Financial Statements.
Accounting estimates and judgements
The preparation of interim financial information requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amount of income, expense, assets and
liabilities. The significant estimates and judgements made by management were
consistent with those applied to the consolidated financial statements for the
year ended 31 July 2015.
Risks and uncertainties
The principal strategic level risks and uncertainties affecting the group
remain those set out in the Strategic Report on pages 32 and 33 of the 2015
Annual Report.
The Chief Executive's Review in this interim report include comments on the
outlook for the remaining six months of the financial year.
4 SEGMENTAL ANALYSIS
The Board of Directors (which is the "chief operating decision maker")
primarily reviews information based on product lines, Custom Research, Data
Products & Data Services, with supplemental geographical information.
For the six months Custom Research Data Products Data Services Unallocated Group
to 31 January 2016 (Unaudited) £'000 £'000 £'000 £'000 £'000
Revenue 25,734 7,704 8,083 - 41,521
Cost of sales (6,826) (1,424) (1,771) - (10,021)
Gross profit 18,908 6,280 6,312 - 31,500
Operating expenses (16,166) (4,422) (4,271) (2,367) (27,226)
Operating profit/(loss) before amortisation of intangible assets and exceptional items 2,742 1,858 2,041 (2,367) 4,274
Amortisation of intangible assets (2,513)
Exceptional items (20)
Operating profit 1,741
Share of post-tax profits in joint ventures 4
Finance income 221
Finance costs (39)
Profit before taxation 1,927
Taxation (653)
Profit after taxation 1,274
Other segment information
Depreciation 247 50 59 44 400
For the six months Custom Research Data Products Data Services Unallocated Group
to 31 January 2015 (Unaudited) £'000 £'000 £'000 £'000 £'000
Revenue 24,260 5,343 6,606 - 36,209
Cost of sales (6,448) (1,154) (1,083) - (8,685)
Gross profit 17,812 4,189 5,523 - 27,524
Operating expenses (15,321) (3,160) (3,596) (2,125) (24,202)
Operating profit/(loss) before amortisation of intangible assets and exceptional items 2,491 1,029 1,927 (2,125) 3,322
Amortisation of intangible assets (2,223)
Exceptional items (966)
Operating profit 133
Finance income 20
Finance costs (137)
Profit before taxation 16
Taxation (332)
Loss after taxation (316)
Other segment information
Depreciation 198 30 46 51 325
Supplementary information by geography
Six months to 31 January 2016 (Unaudited) Six months to 31 January 2015 (Unaudited)
Revenue Adjusted^ operating profit/(loss) Revenue Adjusted^ operating profit/(loss)
£'000 £'000 £'000 £'000
UK 11,561 2,546 9,855 1,428
USA 15,204 3,261 13,327 3,081
Germany 3,866 25 4,318 275
Nordic 3,679 386 3,783 372
Middle East 6,508 1,051 5,044 606
France 740 1 451 5
Asia Pacific 1,226 (179) 451 (320)
Intra-group revenues / unallocated costs (1,263) (2,817) (1,020) (2,125)
Group 41,521 4,274 36,209 3,322
^Operating profit/(loss) before amortisation of intangible assets and
exceptional items.
5 EXCEPTIONAL ITEMS
Unaudited Unaudited Audited
6 months to 6 months to Year Ended
31 January 31 January 31 July
2016 2015 2015
£'000 £'000 £'000
Restructuring costs 56 242 650
Acquisition related (income)/costs (31) 724 431
Change in accounting estimation - contingent consideration (5) - (9)
Total exceptional costs 20 966 1,072
Restructuring costs in the period relate to the restructuring of the Group's
software development team (£33,000) and the continued cost of the
reorganisation of the management structure of the German (£16,000) and US
(£7,000) businesses that was undertaken in the prior year. Restructuring costs
in the prior period are the cost of reorganising the management structure of
the US (£180,000) and German (£62,000) businesses.
The acquisition related income in the period is in respect of the acquisition
of Decision Fuel comprising a £50,000 reduction in contingent deemed staff
costs net of £19,000 of transaction costs. Acquisition related costs in the
prior period includes £501,000 of contingent consideration in respect of the
acquisition in the prior year of Doughty Media 2 Ltd that is deemed under IFRS
to be staff compensation cost and £223,000 in relation to the acquisition in
the prior year of Decision Fuel, comprising £183,000 of contingent
consideration, £28,000 of loyalty bonuses and £12,000 of transaction costs.
The change in estimated contingent consideration in the period is in respect
of the Decision Fuel acquisition.
6 TAXATION
Unaudited Unaudited Audited
6 months to 6 months to Year Ended
31 January 31 January 31 July
2016 2015 2015
£'000 £'000 £'000
Current taxation charge 926 484 670
Deferred taxation credit (273) (152) (1,250)
Total income statement tax charge/(credit) 653 332 (580)
7 EARNINGS/(LOSS) PER SHARE
Unaudited Unaudited Audited
6 months to 6 months to Year to
31 January 31 January 31 July
Number of shares 2016 2015 2015
Weighted average number of shares during the period ('000 shares):
- Basic 103,614 99,803 100,998
- Dilutive effect of options 3,028 4,682 4,051
- Diluted 106,642 104,485 105,049
Basic earnings/(loss) per share (in pence) 1.2p (0.3p) 3.2p
Adjusted basic earnings per share (in pence) 3.4p 2.6p 7.0p
Diluted earnings/(loss) per share (in pence) 1.2p (0.3p) 3.1p
Adjusted diluted earnings per share (in pence) 3.3p 2.5p 6.7p
The adjustments have the following effect:
Basic earnings/(loss) per share 1.2p (0.3p) 3.2p
Amortisation of intangible assets 2.4p 2.2p 4.6p
Share based payments 0.5p 0.3p 0.7p
Exceptional items - 1.0p 1.1p
Tax effect of the above adjustments (0.7p) (0.6p) (2.6p)
Adjusted basic earnings per share 3.4p 2.6p 7.0p
Diluted earnings/(loss) per share 1.2p (0.3p) 3.1p
Amortisation of intangible assets 2.3p 2.2p 4.4p
Share based payments 0.5p 0.3p 0.7p
Exceptional items - 0.9p 1.0p
Tax effect of the above adjustments (0.7p) (0.6p) (2.5p)
Adjusted diluted earnings per share 3.3p 2.5p 6.7p
8 DIVIDEND
On 14 December 2015 a final dividend in respect of the year ended 31 July 2015
of £1,043,000 (1.0p per share) (2014: £804,000 (0.8p per share)) was paid to
shareholders. No interim dividend is proposed in respect of the period (2015:
£nil).
9 GOODWILL, INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT
Other Property,
intangible plant and
Goodwill£'000 assets£'000 equipment£'000
Carrying amount at 31 July 2014 36,329 10,321 2,489
Additions:
Separately acquired - 1,000 413
Internally developed - 1,341 -
Amortisation and depreciation - (2,288) (325)
Disposals - - (28)
Net exchange differences 1,134 370 172
Carrying amount at 31 January 2015 37,463 10,744 2,721
Additions:
Separately acquired - 1,296 710
Internally developed - 994 -
Amortisation and depreciation - (2,477) (378)
Disposals - (12) (9)
Net exchange differences (1,670) (193) (71)
Carrying amount at 31 July 2015 35,793 10,352 2,973
Additions:
Separately acquired - 1,085 322
Internally developed - 1,147 -
Amortisation and depreciation - (2,580) (400)
Disposals - - -
Net exchange differences 3,023 445 196
Carrying amount at 31 January 2016 38,816 10,449 3,091
In accordance with the Group's accounting policy, the carrying values of
goodwill and other intangible assets are reviewed for impairment at each
balance sheet date. A full impairment test is undertaken at each financial
year end and a review for indicators of impairment is undertaken at the end of
each interim period and an impairment test undertaken if required. The last
full annual impairment review was undertaken as at 31 July 2015. The loss
incurred in Asia Pacific is considered to be an indicator of impairment,
therefore an impairment test in respect of the goodwill and other intangible
assets relating to the Asia Pacific business unit was undertaken as at 31
January 2016 based on updated forecasts. After considering reasonable possible
changes in key assumptions and performing sensitivity analysis, the review
showed that sufficient headroom existed between the carrying value of goodwill
and other intangible assets relating to the Asia Pacific business unit and the
net present value of future cash flows derived from those assets, and
therefore these assets are deemed not to be impaired.
Other intangible assets are analysed as follows:
Consumer panel Software and software develop-ment Customer contracts and lists Patents and trade-marks Develop-ment costs Total
£'000 £'000 £'000 £'000 £'000 £'000
Carrying amount at 31 July 2014 1,839 5,153 2,206 775 348 10,321
Additions:
Separately acquired 527 432 - - 41 1,000
Internally developed - 1,341 - - - 1,341
Total additions 527 1,773 - - 41 2,341
Amortisation:
Business combinations - (101) (232) (160) - (493)
Separately acquired (509) (326) - - (74) (909)
Internally developed - (886) - - - (886)
Total Amortisation (509) (1,313) (232) (160) (74) (2,288)
Net exchange differences 62 114 183 (6) 17 370
Carrying amount at 31 January 2015 1,919 5,727 2,157 609 332 10,744
Additions:
Separately acquired 928 330 - 38 - 1,296
Internally developed - 994 - - - 994
Total additions 928 1,324 - 38 - 2,290
Amortisation:
Business combinations - (105) (233) (157) - (495)
Separately acquired (593) (357) - - (59) (1,009)
Internally developed - (956) - - (17) (973)
Total Amortisation (593) (1,418) (233) (157) (76) (2,477)
Disposals - (12) - - - (12)
Net exchange differences (57) (32) (75) (24) (5) (193)
Carrying amount at 31 July 2015 2,197 5,589 1,849 466 251 10,352
Additions:
Separately acquired 871 189 - 3 22 1,085
Internally developed - 1,147 - - - 1,147
Total additions 871 1,336 - 3 22 2,232
Amortisation:
Business combinations - (62) (235) (89) - (386)
Separately acquired (687) (359) - (1) (70) (1,117)
Internally developed - (1,074) - - (3) (1,077)
Total Amortisation (687) (1,495) (235) (90) (73) (2,580)
Net exchange differences 138 118 153 23 13 445
Carrying amount at 31 January 2016 2,519 5,548 1,767 402 213 10,449
10 SHARE CAPITAL
Share
Number of capital
shares £'000
At 31 January 2015 100,902,355 202
Issue of shares 1,948,099 4
At 31 July 2015 102,850,454 206
Issue of shares 1,410,077 3
At 31 January 2016 104,260,531 209
The company has only one class of share. The par value of each share is 0.2p.
All issued shares are fully paid. Shares issued in the year were in respect
of the exercise of share options at nil cost per share.
11 BUSINESS COMBINATION AND DISPOSALS
a) Doughty Media 2 Ltd
In 2013, YouGov acquired 100% of Doughty Media 2 Ltd, which owned the majority
shareholding in CoEditor Ltd, increasing YouGov's interest in CoEditor Ltd to
98.3%. The total purchase price was £1,241,000 of which £1,207,000 was
contingent on the achievement on certain performance criteria. This contingent
amount was paid in the prior year by the issue of 1,810,226 shares.
During the period YouGov acquired the remaining 1.7% shareholding in CoEditor
Ltd for a cash consideration of £31,000.
a) Acquisition of Decision Fuel
On 9 January 2014, YouGov plc purchased a 100% shareholding in Decision Fuel
an Asia-based research and technology company with offices in Hong Kong,
Shanghai and Singapore. The basic purchase consideration payable is the sum of
six times the EBITDA of Decision Fuel in the year ending 31 July 2016 and two
times EBITDA (capped at 1.5 times 2016 EBITDA) in the year ending 31 July 2017
less any working capital funding provided by YouGov to Decision Fuel prior to
the end of the performance period. An initial payment of $1,000,000 (£608,000)
was paid upon completion, with the balance payable in two instalments in
December 2017 and December 2018.
It is now estimated that no further consideration will be payable and as a
result the contingent consideration of £5,000 and the £50,000 of deemed staff
compensation charge recognised in prior periods were written back as
exceptional items net of £19,000 of transaction costs.
12 FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Where market values are not available, fair values of financial assets and
financial liabilities have been calculated by discounting expected future cash
flows at prevailing interest rates and by applying year end foreign exchange
rates.
Primary financial instruments held or issued to finance the Group's
operations:
31 January 2016 Unaudited 31 January 2015Unaudited
Book value Fair value Book value Fair value
£'000 £'000 £'000 £'000
Trade and other receivables 24,303 24,303 24,564 24,564
Cash and cash equivalents 10,140 10,140 3,843 3,843
Trade and other payables (12,270) (12,270) (11,027) (11,027)
Bank overdrafts - - (169) (169)
Contingent consideration
- Non-current - - (353) (353)
- Current - - (340) (340)
Fair value estimation
The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:
· Quoted prices (unadjusted) in active markets for identical assets or
liabilities (Level 1).
· Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices) (Level 2).
· Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (Level 3).
31 January 2016 Unaudited 31 January 2015 Unaudited
Liabilities Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Contingent consideration - - - - - - 693 693
The following table presents the changes in Level 3 instruments.
Unaudited Unaudited
6 months to 6 months to
31 January 31 January
Contingent consideration 2016 2015
£'000 £'000
Balance at 1 August 36 467
Recognised in the income statement (36) 161
Recognised in other comprehensive income - 65
Balance at 31 January - 693
13 TRANSACTIONS WITH DIRECTORS AND OTHER RELATED PARTIES
During the previous financial year, YouGov plc issued 1,118,797 shares to
Stephan Shakespeare, an Executive Director of YouGov plc, in deferred
consideration for the purchase in 2013 of his 60% holding in Doughty Media 2
Ltd.
During the period, YouGov provided £130,000 of research services to SMG
Insight Limited and was charged £48,000 for research services by SMG Insight
Limited. As at 31 January 2016, £117,000 was receivable from SMG Insight
Limited in respect of these services and £79,000 was payable.
On 10 December 2013, YouGov plc entered into a joint development agreement
with Crunch.io, a US-based company in which Doug Rivers, an Executive Director
of YouGov plc, has an equity interest of 40%. YouGov and Crunch.io have agreed
jointly to fund the development of a cloud-based data analytics software
application in which both parties have usage rights. During the period
Crunch.io recharged costs totalling £nil (2015: £59,000) to YouGov.
As at 31 January 2016, Rosamund Shakespeare, the wife of Stephan Shakespeare,
held 559,404 ordinary shares in the Company.
Other than emoluments, there were no other transactions with Directors during
the period.
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
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