REG - YouGov PLC - Results for the six months to 31 January 2024
26/03/2024 07:00
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RNS Number : 2377I YouGov PLC 26 March 2024
26 March 2024
YouGov plc
("YouGov" or the "Group")
Results for the six months to 31 January 2024
- Continued confidence in achieving FY24 market expectations underpinned by
robust sales pipeline
- Resilient H1 performance with continued growth momentum in a challenging
macro environment
- Successful completion of CPS acquisition with integration progressing well
YouGov, the international research and data analytics group, announces its
results for the six months ended 31 January 2024.
Summary of Results
Unaudited Unaudited Change Underlying
six months to six months to % Change¹
31 January 2024 31 January 2023 %
(restated)
£m £m
Revenue 143.1 131.4 9% 2%
Adjusted Operating Profit(1,2) 27.9 22.6 23% (4%)
Adjusted Operating Profit Margin (%)(2) 19% 17% 200bps (100bps)
Statutory Operating Profit 9.5 20.4 (53%)
Adjusted Profit before Tax(1) 30.3 27.1 12%
Statutory Profit before Tax 10.4 21.0 (50%)
Adjusted Earnings per Share(1) 20.4 19.7 4%
Statutory Basic Earnings per Share 3.7p 14.7p (75%)
1. Defined in the explanation of non-IFRS measures below.
2. Figures have been restated to remove customer list amortisation which is
now classified as a Separately Reported Item.
Financial highlights
● Revenue growth of 9% (HY23: 30%) to £143.1m, with underlying¹ growth of 2%
(HY23: 13%), against a strong comparable period in the prior year.
● Adjusted operating profit(2) up by 23% to £27.9m reflecting contribution from
the acquisition of the Consumer Panel Services of GfK GmbH ("CPS"), with
underlying¹ change of (4%) due to slightly lower gross margins.
● Adjusted operating profit margin(2) up 200 basis points (bps) to 19%, due to
accretive margin contribution from CPS.
● Statutory operating profit down by 53% to £9.5m (HY23: £20.4m), due to
exceptional costs of £18.4m largely in relation to the CPS acquisition and
related debt financing.
● Adjusted earnings per share(1) up by 4% to 20.4p (HY23: 19.7p). Statutory
earnings per share has decreased from 14.7p to 3.7p.
● Robust balance sheet position maintained with cash at period end of £53.4m
(31 January 2023: £41.4m) and leverage ratio(1) of 1.6x net debt to EBITDA.
Operational highlights
● After a slow start to the year, strong sales momentum has returned
particularly for our panel-based custom tracking solutions.
● High-quality syndicated data remains embedded across clients' workflows
resulting in stable demand for our Data Products division.
● Following a slowdown in H2 FY23, sales momentum in the technology sector has
returned to the high levels seen in the prior year period.
● Our historically core markets, the UK and US, remained the key growth drivers
in the period while performance in EMEA was flat on an underlying basis(1). We
anticipate an acceleration in the US in the second half of the year owing to a
strong sales backlog and are beginning to see commercial opportunities in
relation to the presidential elections later this calendar year.
● Continued investment made during the period to meet client research demand and
drive further innovation
○ Product innovation: Continued investment of £6.0m (HY23: £4.4m) in
technologies to drive long term growth, including the launch of our first AI
product to meet growing demand in qualitative research. This new product
builds on our existing machine learning and data capabilities, and we are
pleased to see high levels of early interest for it in the market.
○ Panel: Continued investment of £3.4m (HY23: £4.8m) in the build-out of our
panel and allocation of resources to higher growth areas, such as the US to
meet demand for customised research.
○ Acquisitions: Acquired US-based survey data management solution,
KnowledgeHound, to further extend the capabilities of the YouGov Crunch
analytics platform. Completed the transformational acquisition of CPS, the
European leader in household purchase data across 18 countries, for a headline
purchase price of €315m.
Update on CPS
● The integration process is well underway, with our combined teams
collaborating on commercial opportunities to capitalise on the benefits of the
enhanced value proposition.
● We have seen a positive response from both employees and clients, largely due
to the highly complementary nature of the transaction. Our shared DNA on
providing high quality data using an engaged panel, combined with CPS's deep
client relationships will support our continued growth by expanding our
combined offering to existing clients in our current markets, and creating
opportunities to win new clients and roll out into new markets.
● The acquired business has been trading ahead of expectations since the
acquisition announcement in July 2023, on the back of investments in the
business and strong client renewals.
Current trading and outlook
● While we continue to experience longer sales cycles and a slower-than-expected
Q1, our sales momentum has accelerated in Q2 underpinned by clients' continued
focus on high-quality, data-driven solutions.
● The Group's sales pipeline remains healthy and, with over 75% of the
stand-alone revenue expectation already committed, it provides good visibility
as we go into the second half of the financial year.
● While the overall weakness in macro sentiment may impact the speed and level
of some client spending, we remain confident in achieving current market
expectations for the full year.
● We remain disciplined in our investment approach as we continue to optimise
our cost base to ensure we are poised for further margin improvement.
● Our focus on our commercial rigour, supported by the recent appointment of a
Chief Commercial Officer, will be central to our operations and in further
strengthening the Group's foundations to deliver on our third long-term
strategic plan.
Revised medium term targets
● Following the completion of the CPS transaction, the Group revises its
medium-term guidance to include the contribution from CPS as follows:
○ Medium-term revenue of £650 million (previously £500m); and
○ Medium-term adjusted operating profit margin of 25% (unchanged).
Leadership and board changes
● During the period, we appointed Tom Fisher as Chief Commercial Officer, to
lead our new regionally-aligned commercial structure and help deepen
relationships with our blue-chip client base. He takes over from Frank Saez,
our previous Chief Revenue Officer, who stepped down at the end of 2023.
● Post period, on 19 February we announced that Sundip Chahal, Chief Business
Officer, had stepped down for personal reasons.
● Lynda Vivian, Chief Operating Officer, succeeds Sundip in managing the
integration of CPS. Alongside the integration, Lynda will continue to focus on
the delivery of YouGov's Platform model, in line with the Company's strategic
growth plan, and ensuring operational excellence across the business.
● In light of the previously announced stepping down of Rosemary Leith in April
2024 after nine years' service, a search is currently underway for a new
Non-Executive Director.
Steve Hatch, Chief Executive Officer, said:
"YouGov delivered a resilient performance in the first half of the financial
year, with continued growth momentum in a challenging macroeconomic
environment. In line with our strategy, we have continued to invest in the
business to drive sustainable growth and expand our technological capabilities
both organically and through acquisitions made during the period.
We were delighted to welcome the brilliant CPS and KnowledgeHound employees to
our team. I am pleased to confirm that the integration of CPS is progressing
well, with positive responses from both clients and our combined teams. We are
collaborating on commercial opportunities, with active cross-sell projects
beginning to come through post period end, as we create more value for our
clients.
As we enter the second half, our clients are increasingly looking for
high-quality, data-driven solutions. The quality of our products and services,
the accelerated sales momentum seen in the second quarter, and our robust
sales pipeline gives us confidence that YouGov can achieve growth for the full
year in line with current market expectations."
Analyst presentation
A presentation for investors and analysts will be held via Zoom audio webcast
at 9.30am on Tuesday 26 March 2024. Link to join the presentation below.
Zoom webinar:
https://yougov.zoom.us/j/99189135756?pwd=Y3Zld08rYVlkVnVvUEVLWmdYRXErQT09
(https://yougov.zoom.us/j/99189135756?pwd=Y3Zld08rYVlkVnVvUEVLWmdYRXErQT09)
A copy of the presentation will be available online at
https://corporate.yougov.com/investors/presentations/
(https://corporate.yougov.com/investors/presentations/) shortly after the
half-year results announcement is live on the Regulatory News Service (RNS).
Forward looking statements
Certain statements in this full year 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.
Enquiries:
YouGov plc 020 7012 6000
Steve Hatch, CEO
Alex McIntosh, CFO
Hannah Jethwani, IR Director
FTI Consulting 020 3727 1000
Charles Palmer / Valerija Cymbal / Jemima Gurney
Deutsche Numis (NOMAD and Joint broker) 020 7260 1000
Nick Westlake / Iqra Amin
Berenberg (Joint Broker) 020 3207 7800
Mark Whitmore / Richard Andrews / Alix Mecklenburg-Solodkoff
About YouGov
YouGov is an international online research data and analytics technology
group.
Our mission is to offer unparalleled insight into what the world thinks.
Our innovative solutions help the world's most recognised brands, media owners
and agencies to plan, activate and track their marketing activities better.
With operations in the UK, the Americas, Europe, the Middle East, India and
Asia Pacific, we have one of the world's largest research networks.
At the core of our platform is an ever-growing source of consumer data that
has been amassed over our twenty years of operation. We call it Living Data.
All of our products and services draw upon this detailed understanding of our
27+ million registered panel members to deliver accurate, actionable consumer
insights.
As innovators and pioneers of online market research, we have a strong
reputation as a trusted source of accurate data and insights. Testament to
this, YouGov data is regularly referenced by the global press, and we are the
second most quoted market research source in the world.
YouGov. Living Consumer Intelligence.
For further information, visit business.yougov.com
Chief Executive Officer's Review
The H1 FY24 period marks my first six months at YouGov and I remain impressed
with the calibre of our staff and the level of trust we have with our clients
and panellists. YouGov has seen resilient performance during a period of
leadership transition and against a macro-economic environment that remains
challenging. Client budgets have remained under pressure, in part due to the
inflationary environment, leading to some scaling back or delays in spending
decisions. In our home market, the UK, the IPA Bellwether Report estimated
that market research budgets shrunk 5% in Q4 2023, down from a 1.5% decline in
the preceding quarter. Additionally, industry body ESOMAR estimated that the
established market research sector in the US would expand by only 1% in 2023.
Despite this backdrop, we continue to capitalise on our strength in the US
technology and media agency sector as our data continues to be increasingly
embedded into client workflows. We have also seen strong growth in the retail
and travel sector, where we have been previously underweight, as clients look
to better understand changing consumer behaviours.
From a regional perspective, the UK continues to perform well owing to our
strong reputation in the market. Conversely, performance in the US has been
more challenging as a consequence of disruption in the e-sports and gaming
sector due to clients restructuring, a high comparable base for the technology
sector, as well as the academic sector which had benefited from election work
in the prior year period.
Performance by Geography
Revenue Six months Six months Revenue Underlying(1)
to to growth revenue
31 Jan 2024 31 Jan 2023 % change %
£m £m
UK 32.8 31.1 5% 5%
Americas 60.5 63.0 (4%) 2%
EMEA 47.2 33.6 41% 0%
Asia Pacific(2) 9.4 10.1 (7%) (1%)
Central Items (6.8) (6.4) 8% 5%
Group 143.1 131.4 9% 2%
1 Defined in the explanation of non-IFRS measures below.
2 Following a change in regional management structure, Mainland Europe and
Middle East have been combined into one reporting unit and India has been
reclassified from APAC into EMEA. Prior year comparables have been restated.
Progress on our operational priorities for FY24
Based on my initial assessment of our business and strategy, we had identified
five key areas of priority and opportunities for the FY24 period. We have made
considerable progress on these areas as per below:
● Panel Quality:
○ Published an industry leading white paper in November 2023 that confirms the
steps we have taken to continuously improve data quality in YouGov BrandIndex
over the years and how these have allowed the Company to take a market leading
position and help raise industry standards.
○ Continued to monitor data integrity and tightened the controls used in our key
products to address the long-standing industry issue of respondent attention.
The focus on panel quality and data integrity is becoming increasingly
prevalent and we are starting to see it referenced in client RFPs.
● Product Innovation:
○ Developed our first category view solution that delivers YouGov BrandIndex
alongside category survey data to drive uptake amongst brand clients. The new
solution combines benefits of our flagship product and survey methodology as a
cost-efficient way of delivering brand tracking at a category level. We expect
to launch this product over the coming months, beginning with the automotive
sector.
○ Continuing to enhance our core products to enable our customers to drive
additional value from our existing datasets. During the period, we announced
the acquisition of US-based KnowledgeHound to further extend our analytics
capabilities. Following its integration, the acquired technology will help
improve the UX and UI for our core data products and enable data discovery,
integration, and productisation of reports for brands.
○ Scaling our newer behavioural products such as YouGov Safe into new markets,
expanding the sources of data we collect and connecting it with YouGov
Profiles to enable it to be sold as an add-on solution in our smaller markets.
○ Established an AI Platform team to assess opportunities for new technological
innovation and ways to improve workflow automation. We have successfully
launched our first client-facing AI product, YouGov AI Qual Explorer, enabling
clients to run qualitative research quickly and cost-effectively using natural
language processing. Initial client feedback has been positive with the
product already securing its first clients.
● Commercial Rigour:
○ Announced the appointment of a new Chief Commercial Officer, Tom Fisher, to
lead our new regionally aligned commercial team structure. Having previously
led our technology research team, Tom has an excellent track record of
expanding share of wallet with clients using our deep, rich dataset and
advanced analytics capabilities.
○ Signed one of our largest single contracts to date with a multinational media
agency. The multi-year contract will embed our syndicated data products in
over 20 markets across the agency's different divisions and provides us an
opportunity to cross-sell our research services.
○ Continued focus on improving business planning and account management through
better alignment of incentives, increased performance management and
implementing sales-enabling technology systems.
● US Expansion:
○ The US remains the largest addressable market opportunity for the Group and we
expect the region to be our biggest growth driver for FY24 as technology
clients continue to increase their spending on our connected custom trackers.
○ The run-up to the US presidential elections in November presents a significant
opportunity to increase brand awareness in the region and the pipeline of
commercial activities is starting to build up. Testament to our quality and
accuracy, FiveThirtyEight (538), the gold standard in data journalism and
electoral analysis, recently ranked YouGov in 4(th) place in its latest
Pollster Rankings.
● YouGov Platform:
○ Initial marketing outreach for our self-serve survey tool, YouGov Surveys, has
resulted in the onboarding of over 200 paying users, of which about 150 users
are new to YouGov.
○ In order to drive organic recruitment, we continue to produce engaging content
on our public data sites and have seen an increase in click throughs from our
public content onto our member and client platform.
○ Additionally, we have seen a strong increase in participation from our panel
members in the UK and US, from commercially valuable activities to opinion
sharing via YouGov Chat to behavioural data sharing.
Acquisition of CPS
On 9 January 2024, the Group announced that it has completed its acquisition
of the Consumer Panel Services of GfK GmbH ("CPS") for a headline purchase
price of €315 million. CPS is an established leader in household purchase
data, with panels across 18 European countries, consisting of over 100,000
households.
CPS capabilities are strategically aligned with YouGov, adding highly engaged
panels across the European market and technology to capture and analyse
consumer purchasing data. The acquisition will support our continued growth by
expanding our combined offering to existing clients in our current markets, as
well as the opportunity to win new clients and roll out into new markets.
Since the initial acquisition announcement in July 2023, CPS has been trading
ahead of expectations set out at the time of the deal. Additionally, the
acquired business has successfully renewed all major client contracts, further
demonstrating its market leadership and strong client relationships. During
the period, the acquired business has also successfully launched panels to
enable passive data collection in two new markets. Under the YouGov umbrella,
the division intends to continue to invest in strategic growth initiatives
that will accelerate its growth in the coming years.
YouGov has launched an integration programme to ensure a measured and seamless
transition for all its stakeholders. The integration process is well underway,
and the Group has already successfully completed its first research project
cross-sell to a CPS client. Over the coming months, YouGov will be working
closely with consulting firm, AlixPartners, to design a target operating model
for the combined Group that allows us to build on our respective strengths and
capitalise on the commercial opportunities ahead of us.
Following the completion of the transaction, the Group revises its medium-term
guidance to include the contribution from CPS as follows:
● Medium-term revenue of £650 million (previously £500m); and
● Medium-term adjusted operating profit margin of 25% (unchanged).
Steve Hatch
Chief Executive Officer
26 March 2024
Chief Financial Officer's Review
The Group has delivered a resilient performance in the six months to 31
January 2024. On a reported basis, Group revenue increased 9% to £143.1m in
the period compared to £131.4m in the six months to January 2023, largely
driven by the acquisition of the CPS business.
Underlying(1) revenue growth (excluding foreign exchange movements and
contribution from acquisitions) was 2% against a challenging macro-economic
environment, continued pressure on client budgets and a high comparable base
in H1 FY23 that benefited from increased client spend from the technology
sector in the US. The Group's performance was underpinned by stable demand in
our Data Products and Research divisions, while general market softness put
pressure on discretionary spend.
The Group's results were affected by the net appreciation of £ Sterling as
its average exchange rate was 6.2% higher against the USD in this period
compared to the six months to 31 January 2023. The £ Sterling was also 0.5%
higher against the EUR over the same period. As a result, the net impact of
foreign exchange on the Group's adjusted operating profit was a decrease of
£2.1m.
Gross Margins were stable at 85% as lower contribution from our high-margin
Data Products division was offset by the inclusion of the CPS business.
Group Operating costs (excluding separately reported items) of £93.9m, (HY23:
£88.9m) increased by 6% in reported terms and 2% on an underlying(1) basis.
Group adjusted operating profit (excluding separately reported items)
increased to £27.9m (a 23% increase from £22.6m in HY23). Underlying(1)
operating profit decreased by 4%, when excluding the impact of acquisitions
and FX, on the back of slightly lower gross margins and higher IT costs.
The statutory operating profit (which is after charging other separately
reported items of £18.4m largely relating to the acquisition of CPS and
related debt financing) decreased by £10.9m to £9.5m (HY23 £20.4m).
Performance by Division
Following the acquisition of CPS, the segmental breakdown has been updated to
include CPS as a separate division and to combine Custom Research and Data
Services, previously shown as separate divisions, into a single division
called "Research".
Revenue Six months to Six months to Revenue growth Underlying(1) revenue change %
31 Jan 2024 31 Jan 2023 %
£m £m
Data Products 41.1 41.9 (2%) 2%
Research 86.1 88.1 (2%) 1%
CPS 14.1 - - -
Central Items 1.8 1.4 29% 47%
Group 143.1 131.4 9% 2%
Adjusted Operating Profit(1) Six months to Six months to Operating Operating Margin
31 Jan 2024 31 Jan 2023 Profit growth
£m £m %
Six months to Six months to
31 Jan 2024 31 Jan 2023
Data Products 15.9 17.5 (9%) 39% 42%
Research 16.1 16.0 1% 19% 18%
CPS 8.4 - - 60% -
Central Costs (12.5) (10.9) 15% - -
Group 27.9 22.6 23% 19% 17%
1 Defined in the explanation of non-IFRS measures below.
Data Products
Our syndicated data products suite includes YouGov BrandIndex and YouGov
Profiles as well as newer behavioural products, such as YouGov Safe.
Revenue from Data Products declined by 2% in reported terms (2% growth on an
underlying basis) in the period. Geographically, the UK and EMEA regions
benefited from moderate underlying(1) growth while Americas was largely flat.
Continued pressure on client budgets and higher price competition have
partially impacted renewal rates across the Group, offset by sales of new
subscriptions, in particular to media agencies.
The adjusted operating profit from Data Products declined by 9% to £15.9m and
the operating margin decreased to 39%. During the period, the division also
expensed a greater proportion of intangibles software compared to H1 FY23.
Research
Our Research division combines our legacy Data Services and Custom Research
divisions into a single reporting unit. It comprises our fast turnaround
research services, such as YouGov RealTime Omnibus, as well as tailored
research projects and tracking studies.
In the period, revenue from Research declined by 2% in reported terms and
increased by 1% on an underlying basis. Geographically, the UK saw good growth
in custom research projects, offset by some weakness in discretionary spend on
fast-turnaround research. The Americas saw stable demand from the technology
sector despite the high comparable base in the prior year, and weakness in the
gaming sector was offset by gains in the FMCG and Retail sector.
The division's adjusted operating profit was stable at £16.1m (HY23 £16.0m)
representing an operating profit margin of 19% (HY23: 18%).
Consumer Panel Services (CPS)
Our CPS division provides household purchase data across 18 European
countries.
CPS contributed £14.1m of revenue and £8.4m in adjusted operating profit
following the completion of the acquisition on 9 January 2024. Due to the
nature of CPS data collection and contractual commitments, there is a high
volume of client reports delivered in the months of January and July. Most of
the CPS revenue is recognised at a point in time per the IFRS 15 definition.
This has led to the high level of contribution to Group results during the
period.
Profitability by Geography
Adjusted Operating Profit(1) Six months to Six months to Operating Operating Margin
31 Jan 2024 31 Jan 2023 Profit growth
£m £m %
Six months to Six months to
31 Jan 2024 31 Jan 2023
UK 7.3 6.2 18% 22% 20%
Americas 19.5 23.1 (16%) 32% 37%
EMEA 11.5 2.7 N.M. 24% 8%
Asia Pacific(2) 0.5 1.0 (50%) 5% 10%
Central Costs (10.9) (10.4) 4% - -
Group 27.9 22.6 23% 19% 17%
1 Defined in the explanation of non-IFRS measures below. Adjusted operating
profit has been restated to remove customer list amortisation which is now
classified as a Separately Reported Item.
2 Following a change in regional management structure, Mainland Europe and
Middle East have been combined into one reporting unit and India has been
reclassified from APAC into EMEA. Prior year comparables have been restated.
Panel Development
We continue to invest in our online panel to increase our research
capabilities, both in our newer geographies and in the US in the run up to the
presidential elections. At 31 January 2024, the total number of registered
panellists had increased by 15% to over 27 million, compared to 24 million at
31 January 2023, as set out in the table below.
Region Panel size at Panel size at
31 January 2024 31 January 2023
millions millions
UK 2.98 2.79
Americas 10.09 8.76
EMEA 9.70 8.28
Asia Pacific 4.93 4.18
Total 27.70 24.01
Group financial performance
Separately reported items
Separately reported items including acquisition related costs of £18.4m are
largely comprising of professional services costs related to the acquisition
of CPS and related debt financing.
Additionally, YouGov has updated the presentation of separately reported items
to include the amortisation costs of acquired customer relationship intangible
assets. Therefore, these costs are not included in Group's Adjusted Operating
Profit. The change will give a more comparable view of the Group's performance
with other market research and technology companies and a more comparable
performance metric within our divisions. Amortisation of acquired customer
lists, in relation to the acquisition of CPS and LINK Marketing Services AG,
amounted to £1.2m for the period ended 31 January 2024 (HY 2023: £0.5m).
Finance Costs
Group net finance income increased to £0.9m (HY 2023: £0.6m). Finance income
for the six months ended 31 January 2024 was £2.1m, largely due to interest
received on bank deposits. Interest payable on our debt facilities amounted to
£0.9m during the same period.
Profit before tax and earnings per share
Adjusted profit before tax was £30.3m, increasing by 12% compared to £27.1m
in HY 2023, largely due to the contribution from the acquisition of CPS. The
adjusted tax rate increased from 21% in HY 2023 to 23%. Statutory profit
before tax decreased to £10.4m compared to £21.0m in the six months ended 31
January 2023.
During the period adjusted earnings per share has increased by 4% from 19.7p
to 20.4p, due to higher taxes and share count. Statutory earnings per share
has decreased from 14.7p to 3.7p.
Cash flow
The Group generated £16.9m (HY23: £30.5m) in cash from operations (before
paying interest and tax) including a £7.5m outflow (HY23: £8.6m outflow)
from net working capital and after accounting for £18.4m in exceptional costs
related to the CPS acquisition and loan financing. Taxation payments for the
period totalled £3.3m (HY23: £1.6m).
Amortisation charges for intangible assets totalled £10.7m in the period
(HY23: £10.8m) of which £4.8m (HY23: £5.4m) relates to our panel asset and
£4.3m (HY23: £4.6m) to our software and technology development activities.
The Group invested £6.0m (HY23: £4.4m) in the continuing advancement of our
technology platform while investment in panel recruitment amounted to £3.4m
(HY23: £4.8m) as we ramp up member recruitment ahead of key elections. £0.2m
(HY23: £0.6m) was spent on the purchase of property, plant and equipment.
In January 2024, the Group completed two acquisitions for a total
consideration of £259.7m (net of cash acquired). The consideration was
primarily funded through the drawdown of £214.5m in bank loans and existing
cash on the balance sheet.
Other cash outflows included £1.9m spent on purchase of treasury shares and
the annual shareholder dividend payment of £10.1m (HY23: £7.7m) in December
2023.
The Group is expecting £4.6m of deferred consideration to be paid in the next
twelve months in respect of future earn-outs related to acquisitions.
There was a net cash outflow of £53.6m in the period, compared to an inflow
of £4.7m in the six months to 31 January 2023. The net cash balance of
£53.4m was higher than at 31 January 2023 (£41.4m).
Bank debt and liquidity
During the period, the Group entered into a €280m debt facility to fund for
the acquisition of CPS. This facility comprised of a €40m Revolving Credit
Facility ("RCF") and a €240m amortising term loan with a tenor of four years
("Term loan"). In January 2024, the full-term loan was drawn and €10m was
drawn on the RCF.
The Group's liquidity position remains strong with £53.4m in cash on the
balance sheet and €30m of the RCF available for drawdown. The Group's net
debt as at 31 January 2024 was £162.7m and, excluding the impact of IFRS 16,
the Group's leverage ratio(1) as of 31 January 2024 was 1.6x. It is the
Board's long-term intention for the Group to return to a net cash position.
Alex McIntosh
Chief Finance Officer
26 March 2024
1 Defined in the explanation of non-IFRS measures below.
Explanation of Non-IFRS measures
Financial Measure How we define it Why we use it
Underlying growth Growth in business excluding impact of current and prior period acquisitions Provides a more comparable basis to assess the year-to-year operational
and business closures, and movement in exchange rates (i.e. current year business performance and is how our performance is reviewed internally
performance calculated with exchange rates held constant at prior year rates)
Separately reported items Items that, in the Directors' judgement, are one-off or need to be disclosed
separately by virtue of their size or incidence or excluded to aid
comparability
Adjusted operating profit Operating profit excluding separately reported items
Adjusted operating profit margin Adjusted operating profit expressed as a percentage of revenue
Adjusted profit before tax Profit before tax before share based payment charges, imputed interest and
separately reported items
Adjusted taxation Taxation due on the adjusted profit before tax, excluding the tax effect of Provides a more comparable basis to assess the underlying tax rate
separately reported items
Adjusted tax rate Adjusted taxation expressed as a percentage of adjusted profit before tax
Adjusted profit after tax Adjusted profit before tax less adjusted taxation Facilitates performance evaluation, individually and relative to other
companies
Adjusted profit after tax attributable to owners of the parent Adjusted profit after tax less profit attributable to non-controlling
interests
Adjusted earnings per share Adjusted profit after tax attributable to owners of the parent divided by the
weighted average number of shares. Adjusted diluted earnings per share
includes the impact of share options
Cash conversion The ratio of cash generated from operations to adjusted EBITDA Indicates the extent to which the business generates cash from adjusted EBITDA
Net debt Short and long-term borrowings (excluding lease liabilities and including Provides an insight into the debt position of the Group, taking into account
pension defined benefit net deficit) less cash and cash equivalents. current cash resources.
Leverage ratio Net debt calculated as a multiple of the last 12 months Adjusted EBITDA.
Reconciliation of Non-IFRS measures(1)
Adjusted EBITDA(2) reconciliation Six months Six months % Change
to to
31 Jan 2024 31 Jan 2023
£m £m
Adjusted operating profit(1) 27.9 22.6 23%
Depreciation 2.4 2.2 9%
Amortisation 10.7 10.8 (1%)
Adjusted EBITDA 41.0 35.6 15%
Adjusted Profit Before Tax(2) Six months Six months % Change
to to
31 Jan 2024 31 Jan 2023
£m £m
Statutory profit before tax 10.4 21.0 (50%)
Separately reported items 18.4 2.2 -
Share based payments 1.5 3.8 -
Adjusted profit before tax(2) 30.3 27.1 12%
1 See note 6 for reconciliation of adjusted earnings per share.
2 Defined in the explanation of non-IFRS measures above.
YOUGOV PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
For the six months ended 31 January 2024
The Directors confirm that these condensed interim financial statements have
been prepared in accordance with International Accounting Standard 34,
"Interim Financial Reporting", as adopted by the European Union and that the
interim management report includes a fair review of the information required
by DTR 4.2.7 and DTR 4.2.8, namely:
● an indication of important events that have occurred during the first six
months and their impact on the condensed set of financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the financial year; and
● material related-party transactions in the first six months and any material
changes in the related-party transactions described in the last annual report.
The Board of Directors of YouGov plc are:
● Rosemary Leith - Non-Executive Director(3)
● Andrea Newman - Non-Executive Director
● Ashley Martin - Non-Executive Director
● Nick Prettejohn - Non-Executive Director
● Shalini Govil-Pai - Non-Executive Director
● Devesh Mishra - Non-Executive Director
● Stephan Shakespeare - Non-Executive Chair (1)
● Steve Hatch - Chief Executive Officer (2)
● Alex McIntosh - Chief Financial Officer
By order of the Board:
Alex McIntosh
Chief Financial Officer
26 March 2024
1 Appointed on 01 August 2023 upon the retirement of Roger Parry on 31 July 2023
2 Appointed on 01 August 2023
3 Will retire from the board in April 2024.
YOUGOV PLC
CONSOLIDATED INCOME STATEMENT
For the six months ended 31 January 2024
Unaudited Unaudited Audited
6 months to 6 months to Year ended
31-Jan 31-Jan 31-Jul
2024 2023 2023
Note £m £m £m
Revenue 3 143.1 131.4 258.3
Cost of sales (21.3) (19.9) (37.4)
Gross profit 121.8 111.5 220.9
Administrative expenses (112.3) (91.1) (176.5)
Operating profit 9.5 20.4 44.4
Separately reported items 4 18.4 2.2 4.7
Adjusted operating profit(1) 3 27.9 22.6 49.1
Finance income 2.1 0.9 1.0
Finance costs (1.2) (0.3) (0.7)
Profit before taxation 10.4 21.0 44.7
Taxation 5 (6.1) (5.0) (10.1)
Profit after taxation 4.3 16.0 34.6
Attributable to:
- Owners of the parent 4.3 16.1 34.5
- Non-controlling interests (0.1) (0.1) 0.1
4.2 16.0 34.6
Earnings per share
Basic earnings per share attributable to the owners of the parent 6 3.7p 14.7p 31.5p
Diluted earnings per share attributable to the owners of the parent 6 3.7p 14.4p 30.8p
1 Defined in the explanation of non-IFRS measures. Adjusted operating profit
has been restated to remove customer list amortisation which is now classified
as a Separately Reported Item. See note 3 for more details.
All operations are continuing.
YOUGOV PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 31 January 2024
Unaudited Unaudited Audited
6 months to 6 months to Year ended
31-Jan 31-Jan 31-Jul
2024 2023 2023
£m £m £m
Profit for the period 4.3 16.0 34.6
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss
Actuarial (loss)/gains (0.5) 0.2 0.4
Items that may be subsequently reclassified to profit or loss
Currency translation differences (1.4) 0.3 (2.9)
Other comprehensive income/(expense) for the period (1.9) 0.5 (2.5)
Total comprehensive income for the period 2.4 16.5 32.1
Attributable to:
- Owners of the parent 2.4 16.6 32.0
- Non-controlling interests (0.1) (0.1) 0.1
Total comprehensive income for the period 2.3 16.5 32.1
Items in the statement above are disclosed net of tax.
YOUGOV PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 January 2024
Unaudited Unaudited Audited
31-Jan-24 31-Jan-23 31-Jul-23
Assets Note £m £m £m
Non-current assets
Goodwill 9 263.1 83.7 82.4
Other intangible assets 9 153.1 33.7 31.9
Property, plant and equipment 9 4.6 4.0 3.6
Right of use assets 9 17.5 10.4 10.1
Deferred tax assets 14.5 11.9 11.1
Total non-current assets 452.8 143.7 139.1
Current assets
Trade and other receivables 75.7 58.1 55.0
Current tax assets 2.5 - 3.0
Cash and cash equivalents 53.4 41.4 107.2
Total current assets 131.6 99.5 165.2
Total assets 584.4 243.2 304.3
Liabilities
Current liabilities
Trade and other payables 87.8 61.9 64.7
Contingent consideration 4.6 6.6 4.4
Provisions 21.8 11.7 11.9
Borrowings 11 39.3 - -
Current lease liabilities 4.4 2.8 3.1
Current tax liabilities 12.6 5.3 7.0
Total current liabilities 170.5 88.3 91.1
Net current (liabilities)/assets (38.9) 11.2 74.1
Non-current liabilities
Contingent consideration - 3.0 -
Provisions 8.0 6.7 6.8
Pension defined benefit net liability 2.4 2.0 1.9
Long term borrowings 11 174.4 - -
Long term lease liabilities 13.8 8.6 8.1
Deferred tax liabilities 26.3 3.4 0.2
Total non-current liabilities 224.9 23.7 17.0
Total liabilities 395.4 112.0 108.1
Net assets 189.0 131.2 196.2
YOUGOV PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
as at 31 January 2024
Unaudited Unaudited Audited
31-Jan-24 31-Jan-23 31-Jul-23
Assets Note £m £m £m
Equity
Issued share capital 10 0.2 0.2 0.2
Share premium 81.1 31.5 81.1
Merger reserve 9.2 9.2 9.2
Treasury reserve (12.3) (15.2) (19.4)
Foreign exchange reserve 10.3 14.9 11.7
Retained earnings 100.8 91.0 113.6
Total equity attributable to owners of the parent 189.3 131.6 196.4
Non-controlling interests in equity (0.3) (0.4) (0.2)
Total equity 189.0 131.2 196.2
The accompanying accounting policies and notes form an integral part of this
financial information.
Alex McIntosh
Chief Financial Officer
26 March 2024
YOUGOV PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 January 2024
Attributable to equity holders of the Company
Share capital Share premium Merger reserve Treasury share reserve Foreign exchange reserve Retained earnings Total Non-controlling interest Total
£m £m £m £m £m £m £m £m £m
Balance at 31 July 2022 0.2 31.5 9.2 (9.6) 14.6 79.4 125.3 (0.3) 125.0
Actuarial gains - - - - - 0.2 0.2 - 0.2
Exchange differences on translating foreign operations - - - - 0.3 - 0.3 - 0.3
Net income recognised directly in equity - - - - 0.3 0.2 0.5 - 0.5
Profit for the period - - - - - 16.1 16.1 (0.1) 16.0
Total comprehensive income for the period - - - - 0.3 16.3 16.6 (0.1) 16.5
Dividends paid - - - - - (7.7) (7.7) - (7.7)
Share-based payments - - - - - 3.7 3.7 - 3.7
Tax in relation to share-based payments - - - - - (0.7) (0.7) - (0.7)
Acquisition of treasury shares - - - (5.6) - - (5.6) - (5.6)
Total transactions with owners recognised directly in equity - - - (5.6) - (4.7) (10.3) - (10.3)
Balance at 31 January 2023 0.2 31.5 9.2 (15.2) 14.9 91.0 131.6 (0.4) 131.2
Actuarial gains - - - - - 0.2 0.2 - 0.2
Exchange differences on translating foreign operations - - - - (3.2) - (3.2) - (3.2)
Net income recognised directly in equity - - - - (3.2) 0.2 (3.0) - (3.0)
Profit for the period - - - - - 18.4 18.4 0.2 18.6
Total comprehensive income for the period - - - - (3.2) 18.6 15.4 0.2 15.6
Issue of shares - 49.6 - - - - 49.6 - 49.6
Share-based payments - - - - - 3.9 3.9 - 3.9
Treasury shares used to settle share option exercises - - - 0.1 - (0.1) - - -
Tax in relation to share-based payments - - - - - 0.2 0.2 - 0.2
Acquisition of treasury shares - - - (4.3) - - (4.3) - (4.3)
Total transactions with owners recognised directly in equity - 49.6 - (4.2) - 4.0 49.4 - 49.4
Balance at 31 July 2023 0.2 81.1 9.2 (19.4) 11.7 113.6 196.4 (0.2) 196.2
Actuarial gains/(losses) - - - - - (0.5) (0.5) - (0.5)
Exchange differences on translating foreign operations - - - - (1.4) - (1.4) - (1.4)
Net income recognised directly in equity - - - - (1.4) (0.5) (1.9) - (1.9)
Profit for the period - - - - - 4.3 4.3 (0.1) 4.2
Total comprehensive income for the period - - - - (1.4) 3.8 2.4 (0.1) 2.3
Dividends paid - - - - - (10.1) (10.1) - (10.1)
Share-based payments - - - - - 2.6 2.6 - 2.6
Treasury shares used to settle share option exercises - - - 9.0 - (9.0) - - -
Tax in relation to share-based payments - - - - - (0.1) (0.1) - (0.1)
Acquisition of treasury shares - - - (1.9) - - (1.9) - (1.9)
Total transactions with owners recognised directly in equity - - - 7.1 - (16.6) (9.5) - (9.5)
Balance at 31 January 2024 0.2 81.1 9.2 (12.3) 10.3 100.8 189.3 (0.3) 189.0
YOUGOV PLC
CONSOLIDATED CASHFLOW STATEMENT
For the six months ended 31 January 2024
Unaudited Unaudited Audited
6 months to 6 months to Year ended
31 January 31 January 31 July
2024 2023 2023
£m £m £m
Cash flows from operating activities
Profit before taxation 10.4 21.0 44.7
Adjustments for:
Finance income (1.5) (0.9) (0.3)
Finance costs 1.2 0.3 0.7
Amortisation of intangibles 10.7 10.8 21.0
Depreciation 2.4 2.2 4.3
Share-based payments (0.1) 3.7 7.6
Other non-cash items 1.3 2.2 (2.5)
Settlement of deferred consideration - (0.2) (2.3)
(Increase) in trade and other receivables (2.4) (4.5) (0.1)
(Decrease) in trade and other payables (5.9) (4.4) (3.1)
Increase in provisions 0.8 0.3 (1.0)
Cash generated from operations 16.9 30.5 69.0
Interest paid (0.3) (0.3) (0.5)
Income taxes paid (3.3) (1.6) (9.3)
Net cash generated from operating activities 13.3 28.6 59.2
Cash flow from investing activities
Acquisition of subsidiaries (net of cash acquired) (259.7) - -
Purchase of property, plant and equipment (0.2) (0.6) (1.1)
Purchase of intangible assets (9.4) (9.2) (16.3)
Interest received 1.5 - 0.3
Net cash used in investing activities (267.8) (9.8) (17.1)
Cash flows from financing activities
Proceeds from issue of share capital (net of costs) - - 49.8
Principal elements of lease payments (1.6) (0.8) (3.2)
Draw down of bank loans 214.5 - -
Dividends paid to shareholders (10.1) (7.7) (7.7)
Purchase of treasury shares (1.9) (5.6) (9.8)
Net cash from / (used in) financing activities 200.9 (14.1) 29.1
Net increase/(decrease) in cash and cash equivalents (53.6) 4.7 71.2
Cash and cash equivalents at beginning of period 107.2 37.4 37.4
Exchange (loss) on cash and cash equivalents (0.2) (0.7) (1.4)
Cash and cash equivalents at end of period 53.4 41.4 107.2
YOUGOV PLC
notes to the CONDENSED consolidated interim financial statements
For the six months ended 31 January 2024
1 GENERAL
INFORMATION
YouGov plc and subsidiaries' (the "Group") principal activity is the provision
of digital market research.
YouGov plc (the "Company") is the Group's ultimate Parent Company. It is a
public limited company incorporated and domiciled in the United Kingdom. The
address of YouGov plc's registered office is 50 Featherstone Street, London
EC1Y 8RT, United Kingdom. YouGov plc's shares are listed on the Alternative
Investment Market of the London Stock Exchange.
YouGov plc's condensed consolidated interim financial statements are presented
in UK Sterling, which is also the functional currency of the Company. Figures
are rounded to the nearest million UK Sterling, unless otherwise indicated.
These condensed consolidated interim financial statements have been approved
for issue by the Board of Directors of YouGov plc (the "Board") on 26 March
2024.
This condensed consolidated interim financial information for the six months
ended 31 January 2024 does not comprise statutory accounts within the meaning
of Section 434 of the Companies Act 2006. Statutory accounts for the year
ended 31 July 2023 were approved by the Board on 11 October 2023 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 2023
are available from the Company's registered office or website
(https://corporate.yougov.com).
This condensed consolidated interim financial information is unaudited and not
reviewed by the auditors.
2 BASIS OF PREPARATION
These condensed consolidated interim financial statements for the six months
ended 31 January 2024 have been prepared in accordance with the Disclosure and
Transparency Rules of the Financial Services Authority and IAS 34 "Interim
Financial Reporting" as contained in UK-adopted IFRS. The condensed
consolidated interim financial statements should be read in conjunction with
the annual financial statements for the year ended 31 July 2023, which has
been prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006 applicable to
companies reporting under IFRS. There has been no change in accounting
policies and principal risks and uncertainties in the interim financial
statements since the last 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 amounts of income, expenses, assets and
liabilities. All significant estimates and judgements made by management were
consistent with those applied to the consolidated financial statements for the
year ended 31 July 2023.
3 SEGMENTAL ANALYSIS
The Board of Directors (which is the "chief operating decision-maker")
primarily reviews information based on product lines. Following the
acquisition of Consumer Panel Services ("CPS") (see note 7), the presentation
has been updated to include CPS as a separate division and to combine Custom
Research and Data Services, previously shows as separate divisions, into a
single division called "Research".
In addition, amortisation related to customer relationships intangible assets
is now being treated as a Separately Reported item (see note 4). £1.2m
amortisation for the 6 months ended 31 January has been restated as a
separately reporting item, with a corresponding increase in the adjusted
operating profit.
For the six months to 31 January 2024 (Unaudited) Research Data Products CPS Eliminations and unallocated costs Group
£m £m £m £m £m
Revenue
Recognised over time 24.3 40.8 0.3 1.6 67.0
Recognised at a point in time 61.8 0.3 13.8 0.2 76.1
Total revenue 86.1 41.1 14.1 1.8 143.1
Cost of sales (15.1) (3.7) (0.6) (1.9) (21.3)
Gross profit 71.0 37.4 13.5 (0.1) 121.8
Administrative expenses (54.9) (21.5) (5.1) (12.4) (93.9)
Adjusted Operating profit/(loss) 16.1 15.9 8.4 (12.5) 27.9
Separately reported items (18.4)
Operating profit/(loss) 9.5
Net finance income 0.9
Profit before taxation 10.4
Taxation (6.1)
Profit after taxation 4.3
Research(1) Data Products CPS Eliminations and unallocated costs Group
For the six months to 31 January 2023 (Unaudited)
£m £m £m £m £m
Revenue
Recognised over time 24.0 41.7 - 0.6 66.3
Recognised at a point in time 64.1 0.2 - 0.8 65.1
Total revenue 88.1 41.9 - 1.4 131.4
Cost of sales (15.6) (3.0) - (1.3) (19.9)
Gross profit 72.5 38.9 - 0.1 111.5
Administrative expenses (56.5) (21.4) - (11.0) (88.9)
Adjusted operating profit/(loss)(2) 16.0 17.5 - (10.9) 22.6
Separately reported items (2.2)
Operating profit 20.4
Net finance income 0.6
Profit before taxation 21.0
Taxation (5.0)
Profit after taxation 16.0
1 Comparatives have been restated to combine Data Services and Custom Research
into Research, as explained above.
2 Adjusted operating profit has been restated to remove customer list
amortisation which is now classified as a Separately Reported Item.
3 SEGMENTAL ANALYSIS (continued)
Supplementary analysis by geography
Six months to 31 January 2024 (Unaudited) Six months to 31 January
2023 (Unaudited)
Revenue Adjusted operating profit Revenue Adjusted operating profit(3)
£m £m £m £m
UK 32.8 7.3 31.1 6.2
Americas(1) 60.5 19.5 63.0 23.1
EMEA (2) 47.2 11.5 33.6 2.7
Asia Pacific 9.4 0.5 10.1 1.0
Intra-group revenues/unallocated costs (6.8) (10.9) (6.4) (10.4)
Group 143.1 27.9 131.4 22.6
1 Americas refers to the US, Canada and Latin America. KnowledgeHound results
have been included in Americas.
2 EMEA refers to Mainland Europe, Middle East and India. Following a change in
regional management structure, Mainland Europe and Middle East have been
combined into one reporting unit and India has been reclassified from APAC
into EMEA. Prior period comparatives have been restated. CPS results have been
included in EMEA.
3 Adjusted operating profit has been restated to remove acquired customer list
amortisation which is now classified as a Separately Reported Item.
4 SEPARATELY REPORTED ITEMS
Unaudited Unaudited Audited
6 months to 6 months to Year ended
31-Jan 31-Jan 31-Jul
2024 2023 2023
£m £m £m
Acquisition-related costs 16.4 0.2 5.0
Consideration treated as staff costs 0.8 1.5 (1.1)
Amortisation of acquired customer list 1.2 0.5 0.8
18.4 2.2 4.7
Acquisition related costs comprise professional services costs related to the
CPS acquisition including investment banking deal fees, legal fees, bridge
facility, accounting services (Purchase Price Accounting and due diligence)
and, integration costs and other incidental costs.
YouGov has updated the presentation of separately reported items to include
the amortisation costs of acquired customer relationship intangible assets.
Therefore, these costs are not included in Group's Adjusted Operating Profit.
The change will give a more comparative view of Group's performance with other
market research and technology companies and a more comparable performance
metric within our divisions. These costs were £1.2m for the period ended 31
January 2024.
5 TAXATION
Unaudited Unaudited Audited
6 months to 6 months to Year ended
31 January 31 January 31 July
2024 2023 2023
£m £m £m
Current taxation charge 6.9 5.7 14.4
Deferred taxation (credit) (0.8) (0.7) (4.3)
Total income statement tax charge 6.1 5.0 10.1
The tax charge for the period has been calculated based on the expected tax
rates for the full year in each country.
6 EARNINGS PER SHARE
Unaudited Unaudited Audited
6 months to 6 months to Year ended
31 January 31 January 31 July
Number of shares 2024 2023(1) 2023(1)
Weighted average number of shares during the period: (million shares)
- Basic 115.3 109.7 109.6
- Dilutive effect of share options 2.5 2.4 2.5
- Diluted 117.8 112.1 112.1
Basic earnings per share (in pence) 3.7p 14.7p 31.5p
Adjusted basic earnings per share (in pence) 20.4p 19.7p 41.1p
Diluted earnings per share (in pence) 3.7p 14.4p 30.8p
Adjusted diluted earnings per share (in pence) 19.9p 19.3p 40.1p
The adjustments have the following effect:
Basic earnings per share (in pence) 3.7p 14.7p 31.5p
Share-based payments 2.2p 3.4p 6.9p
Social taxes on share-based payments (0.8p) 0.1p -
Imputed interest - - 0.3p
Separately reported items 4.2p
16.0p 2.1p
Tax effect of the above adjustments and adjusting tax items (0.7p) (0.6p) (1.8p)
Adjusted basic earnings per share (in pence) 20.4p 19.7p 41.1p
Diluted earnings per share (in pence) 3.7p 14.4p 30.8p
Share-based payments 2.0p 3.3p 6.7p
Social taxes on share-based payments (0.8p) 0.1p -
Imputed interest - - 0.3p
Separately reported items 15.7p 2.1p 4.1p
Tax effect of the above adjustments and adjusting tax items (0.7p) (0.6p) (1.8p)
Adjusted diluted earnings per share (in pence) 19.9p 19.3p 40.1p
1 Adjusted basic and diluted earnings per share have been restated to reflect
the change in the presentation of acquired customer list amortisation as
detailed in Note 4.
7 BUSINESS COMBINATIONS
Summary of acquisitions during the period ended 31 January 2024
During the period, the Group completed two acquisitions. For both acquisitions
the Group obtained control through acquiring 100% of the voting equity
interest.
Acquisition Date of acquisition Region/ Country Primary reason for acquisition Principal activity
KnowledgeHound 08 January 2024 US Expansion of data analytics offering SaaS-based search-driven analytics platform
Gold CP Holding BV ("CPS") 09 January 2024 Europe Growth and expansion within Europe and new product offering European household market research company
CPS is a leading European provider of data intelligence, primarily for the
fast-moving consumer goods (FMCG) industry. The company tracks household FMCG
purchases through a panel consisting of approximately 100 thousand households
across 18 countries, providing granular views into customer purchasing data
and insights into customer behaviour and purchasing patterns.
KnowledgeHound provides a SaaS platform which allows its customer base to
maximize the use of data obtained from surveys. They do this by processing
data sets at predetermined sizes and providing clients access through web
portals to all-in-one search, visualization, and an insights delivery
platform. Customers sign up to single or multi-year contracts and are invoiced
annually in advance. KnowledgeHound is based in Chicago, Illinois and operates
in variety of industries, including Technology, Consumer, Pharma, Media and
Insurance.
The provisional amounts recognised for each class of assets and liabilities
acquired is as follows:
KnowledgeHound CPS Total
£m £m £m
Intangible assets 3.1 119.9 123.0
Tangible Assets - 8.5 8.5
Cash 0.1 16.8 16.9
Current assets(1) 1.3 27.8 29.1
Current liabilities (2.8) (39.1) (41.9)
Non-current liabilities(3) - (39.0) (39.0)
Net assets acquired 1.7 94.9 96.6
Goodwill on acquisition 4.5 175.6 180.1
Total consideration(2) 6.2 270.5 276.7
¹ The carrying value of acquired receivables at the acquisition date is the
same as their fair value. The gross contractual amounts receivable are £1.2m
for KnowledgeHound and £18m for CPS.
(2) Total consideration includes initial cash acquired on acquisition net of
any debt assumed and working capital adjustments.
(3) Non-current liabilities largely relate to Deferred tax liability.
Provisional Purchase Price Allocation
The above are provisional allocations of the purchase prices as the
acquisition happened in January 2024. Reviews are being performed with
external valuation advisors to refine these estimates. This will be undertaken
before the full year financial statements are published.
7 BUSINESS COMBINATIONS (continued)
Fair value
Fair value adjustments included the recognition of the fair value of customer
relationships and panel for CPS and software development in relation to
KnowledgeHound. There are no fair value adjustments in relation to the
consideration paid.
Goodwill
The goodwill amount in relation to KnowledgeHound is attributable to the
workforce and the future economic benefits from bringing this tool into
YouGov. The goodwill amounts in relation to CPS is attributable to the
workforce and the future benefit to YouGov of being able to engage with new
audiences in Europe and America. None of those goodwill amounts are deductible
for tax purposes.
Acquisition related costs
Acquisition related costs incurred as part of the business combinations are
disclosed in Note 4. These have also been recognised in the income statement
in the period as separately reported items.
Revenue and profit contribution
From the date of acquisition, the acquired businesses have contributed the
following revenue and profit before and after taxation attributable to the
equity holders of YouGov plc as outlined in the table below:
Revenue Profit/(loss) before tax Profit/(loss) after tax
£m £m £m
KnowledgeHound 0.2 0.0 0.0
Gold CP Holding BV (CPS) 14.1 7.5 5.6
14.3 7.5 5.6
If these acquisitions had occurred on 1 August 2023, the acquired businesses
would have contributed the following revenue and profit before and after
taxation attributable to the equity holders YouGov plc as outlined in the
table below. The amounts below are unaudited.
Revenue Profit/(loss) before tax Profit/(loss) after tax
£m £m £m
KnowledgeHound 1.5 (0.5) (0.5)
Gold CP Holding BV (CPS) 65.3 15.7 11.8
66.8 15.2 11.3
8 DIVIDEND
On 11 December 2023 a final dividend in respect of the year ended 31 July 2023
of £10.1m (8.75p per share) (2022: £7.7m, 7.0p per share) was paid to
shareholders. No interim dividend is proposed in respect of the period (2023:
£nil).
9 GOODWILL, INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT
AND RIGHT OF USE ASSETS
Goodwill Other Intangible assets Property, plant and equipment Right of use assets
£m £m £m £m
Carrying amount at 31 July 2022 80.4 38.0 4.2 11.3
Additions:
Separately acquired - 5.7 0.6 0.5
Internally developed - 3.5 - -
Amortisation and depreciation - (10.8) (0.8) (1.4)
Fair value updates 2.7 (2.9) - -
Exchange differences 0.6 0.2 - -
Carrying amount at 31 January 2023 83.7 33.7 4.0 10.4
Additions:
Separately acquired - 4.8 0.5 1.2
Internally developed - 4.3 - -
Amortisation and depreciation - (10.2) (0.9) (1.2)
Exchange differences (1.3) (0.7) - (0.3)
Carrying amount at 31 July 2023 82.4 31.9 3.6 10.1
Additions:
Through business combinations 180.1 123.0 1.0 7.5
Separately acquired - 6.4 0.8 0.9
Internally developed - 2.2 - -
Amortisation and depreciation - (11.0) (0.8) (1.9)
Exchange differences 0.6 0.6 - 0.9
Carrying amount at 31 January 2024 263.1 153.1 4.6 17.5
In accordance with the Group's accounting policy, the carrying values of
goodwill and other intangible assets are reviewed for impairment annually. A
full impairment test was undertaken as at 30 April 2023 with no impairment.
There are currently no indications of impairment.
10 SHARE CAPITAL
Number of shares
Share capital
£m
At 31 January 2023 111,468,605 0.2
Issue of shares 5,605,789 -
At 31 July 2023 117,074,394 0.2
Issue of shares 23,635 -
At 31 January 2024 117,098,029 0.2
The Company has only one class of share. The par value of each Ordinary Share
is 0.2p (2023: 0.2p). All issued shares are authorised and fully paid. Shares
issued in the year were in respect of the exercise of 23,635 share options at
0.2p per share.
11 SECURED LOANS
The Group has entered into a €280m debt facility to fund the acquisition of
CPS. This facility comprises of €40m Revolving Credit Facility ("RCF") and a
€240m amortising term loan with a tenor of four years ("Term loan"). In
January 2024 the full-term loan together with €10m of the RCF was drawn. The
applicable interest rate for both facilities is EURIBOR plus a margin paid
quarterly. As at 31 January, €30m of the RCF was available to fund any
additional liquidity requirements of the Group. The loan facility has an
agreed annual repayment schedule with the first repayment, of 15%, being in
October 2024 and this forms part of short-term borrowings. The RCF drawn is
repayable in April 2024. The facilities are subject to financial covenants for
interest cover and leverage assessed annually.
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.
The book value of the Group's primary financial instruments are equal to their
fair values. The primary categories are Trade and other receivables, Cash and
cash equivalents and Trade and other payables as shown in the Consolidated
Statement of Financial Position.
13 TRANSACTIONS WITH DIRECTORS AND OTHER RELATED PARTIES
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.
14 EVENTS AFTER THE REPORTING PERIOD
No material events have taken place subsequent to the reporting date.
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