- Part 2: For the preceding part double click ID:nRSa5387Aa
(3,351) (2,637) (6,176)
Cash flows from financing activities
Acquisition of non-controlling interests - - (31)
Proceeds from the issue of share capital 135 - 35
Repayment of borrowings - - (19)
Dividends paid to company's shareholders (1,470) (1,043) (1,042)
Dividends paid to non-controlling interest - (22) (14)
Net cash used in financing activities (1,335) (1,065) (1,071)
Net (decrease)/increase in cash and cash equivalents (996) (502) 4,526
Cash and cash equivalents at beginning of period 15,553 10,017 10,017
Exchange gain on cash and cash equivalents 440 625 1,010
Cash and cash equivalents at end of period 14,997 10,140 15,553
* Amortisation includes £13,000 (2016: £67,000) recognised in cost of sales.
YOUGOV PLC
notes to the consolidated interim financial statements
For the six months ended 31 January 2017
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 27 March 2017.
This consolidated interim financial information for the six months ended 31
January 2017 does not comprise statutory accounts within the meaning of
Section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 July 2016 were approved by the Board
on 10 October 2016 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 2016 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 2017 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
2016, 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 2016, 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 2016.
Risks and uncertainties
The principal strategic level risks and uncertainties affecting the group
remain those set out in the Strategic Report on pages 38 and 39 of the 2016
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.
Custom Research Data Products Data Services Unallocated Group
£'000 £'000 £'000 £'000 £'000
For the six months to 31 January 2017 (Unaudited)
Revenue 29,639 10,996 10,976 (248) 51,363
Cost of sales (6,773) (1,887) (2,131) (25) (10,816)
Gross profit 22,866 9,109 8,845 (273) 40,547
Operating expenses (19,378) (6,342) (6,352) (2,806) (34,878)
Operating profit/(loss) before amortisation of intangible assets and exceptional items 3,488 2,767 2,493 (3,079) 5,669
Amortisation of intangible assets (3,103)
Exceptional items (103)
Operating profit 2,463
Share of post-tax profits in associates -
Finance income 390
Finance costs (337)
Profit before taxation 2,516
Taxation (1,047)
Profit after taxation 1,469
Other segment information
Depreciation 365 57 85 59 566
For the six months to 31 January 2016 (Unaudited)
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 associates 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
4 SEGMENTAL ANALYSIS (continued)
Supplementary information by geography
Six months to 31 January 2017 (Unaudited) Six months to 31 January 2016 (Unaudited)
Revenue Adjusted^ operating profit/(loss) Revenue Adjusted^ operating profit/(loss)
£'000 £'000 £'000 £'000
UK 12,538 3,087 11,561 2,546
USA 19,650 4,279 15,204 3,261
Germany 5,287 240 3,866 25
Nordic 4,615 711 3,679 386
Middle East 7,538 1,184 6,508 1,051
France 1,047 94 740 1
Asia Pacific 2,342 (571) 1,226 (179)
Intra-group revenues / unallocated costs (1,654) (3,355) (1,263) (2,817)
Group 51,363 5,669 41,521 4,274
^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
2017 2016 2016
£'000 £'000 £'000
Restructuring costs 103 56 1,086
Legal costs - - 157
Acquisition related (income)/costs - (31) (130)
Change in accounting estimation - contingent consideration - (5) (5)
Total exceptional costs 103 20 1,108
Restructuring costs in the period comprise £103,000 resulting from the
transfer of Operations in the US to the Operations Shared Service Centre based
in Romania. In the prior year the rationalisation of the German Custom and
Operations teams was announced and £550,000 was provided at the yearend for
the anticipated cost. These rationalisations are progressing as planned and
£279,000 of payments have been made in the period in respect of these
rationalisations.
Restructuring costs in the prior period relate to the restructuring of the
Group's software development team (£33,000) and the reorganisation of the
management structure of the German (£16,000) and US (£7,000) businesses.
The acquisition related income in the prior 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.
The change in estimated contingent consideration in the prior 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
2017 2016 2016
£'000 £'000 £'000
Current taxation charge 795 926 2,256
Deferred taxation charge/(credit) 252 (273) (145)
Total income statement tax charge 1,047 653 2,111
7 EARNINGS PER SHARE
Unaudited Unaudited Audited
6 months to 6 months to Year ended
31 January 31 January 31 July
Number of shares 2017 2016 2016
Weighted average number of shares during the period ('000 shares):
- Basic 104,570 103,614 103,944
- Dilutive effect of options 4,001 3,028 3,361
- Diluted 108,571 106,642 107,305
Basic earnings per share (in pence) 1.4p 1.2p 3.3p
Adjusted basic earnings per share (in pence) 4.2p 3.4p 8.8p
Diluted earnings per share (in pence) 1.4p 1.2p 3.2p
Adjusted diluted earnings per share (in pence) 4.0p 3.3p 8.5p
The adjustments have the following effect:
Basic earnings per share 1.4p 1.2p 3.3p
Amortisation of intangible assets 3.0p 2.4p 5.3p
Share based payments 0.6p 0.5p 1.1p
Exceptional items 0.1p - 1.0p
Tax effect of the above adjustments (0.9p) (0.7p) (1.9p)
Adjusted basic earnings per share 4.2p 3.4p 8.8p
Diluted earnings per share 1.4p 1.2p 3.2p
Amortisation of intangible assets 2.8p 2.3p 5.1p
Share based payments 0.6p 0.5p 1.0p
Exceptional items 0.1p - 1.0p
Tax effect of the above adjustments (0.9p) (0.7p) (1.8p)
Adjusted diluted earnings per share 4.0p 3.3p 8.5p
8 DIVIDEND
On 12 December 2016 a final dividend in respect of the year ended 31 July 2016
of £1,470,000 (1.4p per share) (2015: £1,042,000 (1.0p per share)) was paid to
shareholders. No interim dividend is proposed in respect of the period (2016:
£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 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
Additions:
Separately acquired - 1,440 681
Internally developed - 1,408 -
Amortisation and depreciation - (2,987) (419)
Disposals - - (7)
Net exchange differences 3,585 429 222
Carrying amount at 31 July 2016 42,401 10,739 3,568
Additions:
Separately acquired - 1,571 383
Internally developed - 1,405 -
Amortisation and depreciation - (3,116) (566)
Disposals - - -
Net exchange differences 1,783 297 160
Carrying amount at 31 January 2017 44,184 10,896 3,545
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 2016. 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 2017 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.
9 GOODWILL, INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT
(continued)
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 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
Reclassifications - 80 - - (80) -
Additions:
Separately acquired 1,108 202 - 46 84 1,440
Internally developed - 1,408 - - - 1,408
Total additions 1,108 1,610 - 46 84 2,848
Amortisation:
Business combinations - (66) (230) (80) - (376)
Separately acquired (887) (213) - (2) (96) (1,198)
Internally developed - (1,416) - - 3 (1,413)
Total Amortisation (887) (1,695) (230) (82) (93) (2,987)
Net exchange differences 174 93 130 25 7 429
Carrying amount at 31 July 2016 2,914 5,636 1,667 391 131 10,739
Additions:
Separately acquired 1,364 190 - 17 - 1,571
Internally developed - 1,405 - - - 1,405
Total additions 1,364 1,595 - 17 - 2,976
Amortisation:
Business combinations - (109) (281) (87) - (477)
Separately acquired (1,052) (214) - (2) (44) (1,312)
Internally developed - (1,327) - - - (1,327)
Total Amortisation (1,052) (1,650) (281) (89) (44) (3,116)
Net exchange differences 106 86 95 7 3 297
Carrying amount at 31 January 2017 3,332 5,667 1,481 326 90 10,896
10 SHARE CAPITAL
Share
Number of capital
shares £'000
At 31 January 2016 104,260,531 209
Issue of shares 38,521 -
At 31 July 2016 104,299,052 209
Issue of shares 730,514 1
At 31 January 2017 105,029,566 210
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 648,447 share options at nil cost per share and 82,067
share options at £1.645 per share.
11 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 2017Unaudited 31 January 2016Unaudited
Book value Fair value Book value Fair value
£'000 £'000 £'000 £'000
Trade and other receivables 29,304 29,304 24,303 24,303
Cash and cash equivalents 14,997 14,997 10,140 10,140
Trade and other payables (17,269) (17,269) (12,270) (12,270)
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 2017Unaudited 31 January 2016Unaudited
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 - - - - - - - -
The following table presents the changes in Level 3 instruments.
Unaudited Unaudited
6 months to 6 months to
31 January 31 January
Contingent consideration 2017 2016
£'000 £'000
Balance at 1 August - 36
Recognised in the income statement - (36)
Balance at 31 January - -
12 TRANSACTIONS WITH DIRECTORS AND OTHER RELATED PARTIES
During the period, YouGov provided £170,000 of research services to SMG
Insight Limited and was charged £20,000 for research services by SMG Insight
Limited. As at 31 January 2017, £163,000 was receivable from SMG Insight
Limited in respect of these services and £11,000 was payable.
As at 31 January 2017, 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
The company news service from the London Stock Exchange