29 October 2024
YouGov plc
("YouGov" or "the Group" or "the Company")
Preliminary Full Year
Results for the year ended 31 July 2024
- Revenue and operating profit slightly ahead of revised
guidance
- Execution of cost
optimisation plan is on track
- Maintaining FY25 guidance
and mid-term ambitions
Update on timing on FY audited results
Although the audit procedures are
substantially complete and the Group does not expect any material
changes to the results, the Group's auditor has requested more time
to complete the audit. As a result, YouGov is today
publishing its results on an unaudited basis. YouGov expects
the audit to be completed shortly and will provide an update once
the audited results are available.
YouGov, the international research and data analytics group,
announces its results for the year ended 31 July 2024.
Summary of Unaudited
Results
|
|
Year to
31 July
2024
£m
|
Year to
31 July
2023
£m
(restated)
|
Change
|
Underlying
Change¹
|
Revenue
|
335.3
|
258.3
|
30%
|
3%
|
Adjusted Operating Profit1,2
|
49.6
|
49.1
|
1%
|
(37%)
|
Adjusted Operating Profit Margin
(%)1
|
15%
|
19%
|
(400bps)
|
-
|
Statutory Operating Profit
|
10.9
|
44.4
|
(75%)
|
-
|
Adjusted Profit before Tax1
|
45.0
|
57.2
|
(21%)
|
-
|
Statutory Profit before Tax
|
4.0
|
44.7
|
(91%)
|
-
|
Adjusted Basic Earnings per
Share1
|
29.4p
|
41.1p
|
(29%)
|
-
|
Statutory Basic Earnings per Share
|
(2.0p)
|
31.5p
|
-
|
-
|
Operating cash generation
|
53.9
|
69.0
|
(21%)
|
-
|
Net debt/(cash)1
|
148.2
|
(105.3)
|
-
|
-
|
Dividend
|
9.00p
|
8.75p
|
3%
|
-
|
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 30% (FY23: 17%)
to £335.3, with underlying¹ growth of 3% (FY23: 9%) with varied
performance across the regions.
|
|
○
|
Revenue slightly ahead of FY24
guidance provided in August 2024 due to higher contribution from
Consumer Panel Services of GfK GmbH ("CPS"), owing to
greater level of research delivery completed in July.
|
●
|
Adjusted operating
profit2 up by 1% to £49.6m, largely due to higher CPS
contribution.
|
●
|
Adjusted operating profit
margin2 down 400 basis points (bps) to 15%, due to weak
sales momentum during the year and higher levels of staff and
technology costs in H1 FY24.
|
●
|
Statutory operating profit down to
£10.9m (FY23: 44.4m), largely due to exceptional costs of £38.7m in
relation to the acquisition of CPS, the change in accounting
treatment of amortisation costs of acquired customer relationship
intangible assets and restructuring charges.
|
●
|
Adjusted earnings per
share1 down by 29% to 29.4p (FY23: 41.1p). Statutory
earnings per share decreased from 31.5p to (2.0p).
|
●
|
Robust balance sheet position
maintained with cash at period end of £73.6m (31 July 2023:
£107.2m) and leverage ratio1 of 1.7x net debt to
EBITDA.
|
Operational highlights
●
|
Completed the transformational
acquisition of CPS, the European leader in household purchase data
across 18 countries, for a headline purchase price of €315m, in
January 2024.
|
|
○
|
The CPS business is continuing to
perform well, in line with expectations and the integration is
progressing well.
|
●
|
Top-line performance was impacted
by slower than anticipated sales momentum, heightened competitive
activity and challenging macro conditions.
|
●
|
Good progress in our areas of
priority for FY24, to position the Company for medium-term growth,
including the reorganisation of our commercial teams and the
expansion of our senior leadership team to drive innovation and
efficiency.
|
●
|
The Americas saw strong
underlying1 growth of 8%, driven by an increase in spend
from the technology sector and multi-year tracking studies. The
region remains our key strategic focus area as we continue to see
significant market opportunities over the near and medium
term.
|
●
|
Completed the acquisition of
Yabble, post period end, which will transform our Data Products
segment, maximising the capabilities of Yabble's industry leading
AI platform with YouGov's superior quality data.
|
Cost optimisation plan
●
|
As announced on 6 August 2024, the
Group accelerated a strategic review of the stand-alone YouGov
business (excluding CPS) and subsequently commenced a cost
optimisation plan:
|
|
○
|
Initiatives include a reduction in
support functions, discontinuing under-performing products, scaling
back in certain non-core regions and curtailing third-party
supplier costs.
|
|
○
|
Streamlining measures expected to
lead to annualised cost savings of £20 million, of which the
Company has taken initial action on approximately £17
million.
|
|
○
|
70% of the annualised cost savings
expected to be realised in FY25, weighted towards the second half
of the year.
|
●
|
The Board is confident these
measures will best position the Group to focus on its long-term
strategic plan, while continuing to invest in key growth
areas.
|
Product innovation and investment focus
●
|
Alongside the cost optimisation
plan, we will focus investments on areas with greatest potential
for growth and return:
|
|
○
|
Enhancing our Data Products to
make our rich, high-quality data more discoverable.
|
|
○
|
Further building out our
AI-enabled capabilities to enhance product offer and operational
efficiency.
|
|
○
|
Strengthening of our sales
organisation through the appointment of new regional leaders for UK
and EMEA to drive improved performance and increase our commercial
rigour.
|
|
○
|
Expanding CPS' panel capabilities
and data collection methods to accelerate their growth
potential.
|
Current trading and outlook
●
|
Trading for the current financial
year is broadly in line with the prior year as expected, reflecting
the slower sales bookings in H2 FY24.
|
●
|
Continue to see demand for our
high-quality Custom Research data, while seeing longer sales cycles
for Data Products subscription sales.
|
●
|
Sales bookings momentum is
expected to pick up in Q2 and Q3 FY25 as we head into renewal
season for our Data Products, supported by the launch of new
products and features as well as an improvement in market
conditions.
|
●
|
We expect the Group to meet
current market expectations for FY25, which will be second half
weighted due to the ongoing restructuring process.
|
●
|
We maintain a disciplined approach
to cash management, and as of 31 July 2024, the Group has a robust
balance sheet, with approximately £74 million in cash and cash
equivalents and €16 million of the revolving credit facility
remains undrawn.
|
●
|
Moving into FY25, enhancing our
core Data Products, further development of AI capabilities and
building up our team of expert researchers and data scientists will
be our key investment areas.
|
Steve Hatch, Chief Executive
Officer, said:
"FY24 has been a year of
transition, challenge and change. We have made significant
strategic progress in the financial year. We completed the
acquisitions of CPS and KnowledgeHound which strengthen our product
offer and technology as well as increasing our addressable market.
Consistent with this, post-period end we acquired Yabble, which
will transform our Data Products segment using generative
AI.
The macroeconomic environment
remained challenging across the wider market research industry and
for YouGov, while internal execution also contributed to the
challenges we faced. We acted quickly over the summer and I am
confident that we have put the right initiatives in place as we
focus on the execution of our long-term strategic
plan.
Our clients continue to value the
quality of our products and services, this is reflected by our high
renewal rates and strong customer relationships. As we enter FY25,
we anticipate that momentum will build throughout the year,
weighted towards the second half, as the benefits of our cost
optimisation plan and new commercial leadership are realised. We
consequently expect YouGov to achieve growth for FY25 in line with
current market expectations, and remain confident in the Group's
ability to deliver on its long-term ambitions."
Analyst presentation
A presentation for investors and
analysts will be held via Zoom audio webcast at 9.30am on Tuesday
29 October 2024. Link to join the presentation below.
Zoom webinar:
https://yougov.zoom.us/webinar/register/WN_25Ml886MT7OeCK-S_KT5vw
A copy of the presentation will be
available online at: 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
Steve Hatch, CEO
Alex McIntosh, CFO
Hannah Jethwani, Investor
Relations Director
|
020 7012 6000
|
FTI Consulting
Charles
Palmer / Valerija Cymbal / Jemima
Gurney
|
020 3727 1000
|
J.P. Morgan Cazenove (NOMAD and Joint
Broker)
Bill Hutchings / James
Summer
|
020 3493 8000
|
Berenberg (Joint Broker)
Mark Whitmore / Richard Andrews
/ Alix
Mecklenburg-Solodkoff
|
020 3207 7800
|
Morgan Stanley & Co. International plc (Joint
Broker)
Andrew Foster / Josh Williams / Ed
Phillips
|
020 7425 8000
|
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
29 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
most quoted market research source in the world.
YouGov. Living Consumer Intelligence.
For further information, visit
business.yougov.com
Chair's
Statement
My first full year as Chair of the
YouGov plc Board of Directors has been one of change for YouGov, as
we moved into our third long-term strategic growth plan (SP3), led
by our new CEO, Steve Hatch.
During the year, we completed our
transformative acquisition of GfK's Consumer Panel Services
business ("CPS"), an established leader in household purchase data
in Europe serving FMCG clients, welcoming 1,000+ new employees to
the YouGov Group and increasing our workforce size by 50%. We also
acquired KnowledgeHound, a US based survey data management
solution, to aid the extension of our YouGov Crunch survey
analytics platform to handle the needs of large brands. More
recently, following the end of the reporting year, we acquired
Yabble, the New Zealand based company that has pioneered the use of
generative AI to deliver audience insights.
Last year, I noted the ongoing
challenges and macro uncertainty in our industry, which have
persisted into FY24. Client budgets have increasingly come under
pressure and the prevalence of fraudulent data has led to greater
scrutiny on panel quality across the industry. YouGov invested
in further improvements to our systems and we continue to be seen
throughout the industry as the gold standard for high-quality data.
However, in the period of uncertainty, clients appear to have eased
off from new commitments. We believe that in the new world of
AI-powered research, high quality connected and structured data
will become increasingly important and we are again seeing
increased demand from our most data-savvy clients.
Financial results and dividend
In FY24, while we grew revenue
compared to the prior year, growth in the US and UK region was in
part offset by slight contractions in the EMEA and APAC markets.
Against this slowdown, the Board acted quickly to support
management to take significant cost action towards the end of the
financial year, which is expected to generate annualised cost
savings of £20 million. The guiding principle was to right-size our
organisation and ensure we are resourced in more strategically
focussed areas to maximise our capacity and efficiency. While these
decisions are never easy, the cost optimisation initiatives were
determined with a view to sustaining profitability levels and
ensuring delivery of our long-term strategic growth plan, SP3,
which is set out in further detail in the CEO's Report.
YouGov continues to maintain a
progressive dividend policy and, in line with this, the Board is
pleased to recommend a dividend of 9.0p per share payable on 9
December 2024 to shareholders on the register as at 29 November
2024. This will be tabled for shareholder approval at our Annual
General Meeting ("AGM") on 5 December 2024.
SP3 - Commencing the third strategic growth plan
(SP3)
Our vision is for YouGov to be the
world's leading provider of marketing and opinion data. To support
our realisation of this vision, we choose to operate using the tool
of medium-to-long term strategic growth plans to enable us to
allocate resources, make investment decisions and to create a close
link between corporate performance and executive remuneration. In
FY23, the Board approved the strategic direction for our third
long-term strategic plan, SP3, to commence from FY24. In this first
year of the plan, the Board was delighted to welcome new members of
senior management, product owners, and clients, to join our annual
strategic offsite in May 2024 where we considered "SP3 in the age
of AI". It is clear to us that there is huge potential in AI
technology not only to create more efficiencies within our
workflows but also to access new layers of value from our unique
connected dataset.
Governance and Board composition
During FY24, the YouGov plc Board
also saw some changes. In February 2024, Sundip Chahal stepped down
as an Executive Director and Chief Business Officer (CBO). Sundip
contributed significantly to the Company's first two long-term
financial plans during his tenure as CBO and formerly as Chief
Operating Officer. In April 2024, in line with our previously
disclosed succession plan, Rosemary Leith stepped down from the
Board of Directors after nine years. We are grateful to have had
Rosemary's outstanding contribution to our Board as Chair of the
Remuneration Committee and formerly Senior Independent Director
during her tenure. In June 2024, we welcomed Deborah Davis to the
Board and as Chair of the Remuneration Committee. Deborah has
extensive global experience in platform business models, software,
fintech, telecoms and e-commerce businesses, and her appointment
further strengthens our governance capabilities. I am confident
that we have a strong and balanced Board of Directors to support
our growth and strategic ambitions.
In addition, Steve has
strengthened the senior management team through the year, in both
functional and regional leadership, as detailed in his CEO's
Report, putting the Company in an advantaged position to realise
our ambitions.
Environmental, social and governance
('ESG')
Building on a foundation of
ethical, sustainable, and responsible business practices, our
commitment to ESG is a natural continuation of who we are as a
company, and I am pleased to report on a number of ESG highlights
in the year.
Our CEO delivered on his ESG
objective to formalise and champion YouGov's policy on neutrality.
The principle of neutrality is essential to YouGov's mission to
give a voice to what the world thinks. While it has always been a
core principle within the market research industry, the
introduction of this formal policy ensures that we share a clear
understanding of what neutrality means to YouGov and how we apply
it to our research and editorial output. Additionally, our new
Employee Value Proposition ("EVP") was launched, laying the
foundations for a combined, enriching culture as our teams at
YouGov and CPS come together to form one, unified
business.
In May 2024, we published our
inaugural stand-alone ESG Report (available on our corporate
website at: corporate.yougov.com/esg).
Introducing our net zero targets and our social mission framework,
this report reflects our continued commitment to transparency and
accountability in our ESG approach. YouGov's social mission
framework incorporates our commitments to support and engage our
panel members, clients, employees, and the wider community. From
providing unparalleled access to free public data, to maintaining a
representative and accessible panel, we are driven by a desire to
make a positive social impact. We are also in a unique position to
support our clients with their own ESG agendas, and the case
studies in our ESG Report illustrate how our trusted insights
inform a range of ESG approaches.
Looking ahead and conclusion
On behalf of the Board, I want to
reiterate our appreciation of the resilience of all our employees
and their dedication to the YouGov values - be fast, be fearless,
get it right, trust and respect each other. I wish to commend Steve
on his ability to adapt swiftly to the difficult changing
conditions we have seen this year and his commitment to a positive,
inclusive culture. As we welcome our new colleagues from
Knowledgehound, CPS and Yabble and work through the integration
plan for our enlarged business, we are committed to maintaining the
strongest aspects of culture and learning from our new colleagues
to make YouGov a place people can continue to thrive. While the
next year will not be without its challenges as we implement our
cost actions, I believe our chosen business model and strategy,
including our unique and valuable panel asset, is what enables us
to continue to deliver long-term value to our stakeholders, and
will make YouGov the world's number one market research
company.
Stephan Shakespeare
Chair
29 October 2024
Chief Executive Officer's
Statement
FY 2024 was a year of
transition for the industry and at YouGov.
Having concluded my first year at the company, I am fully convinced
that the strength of our data, brand and people remains
unrivalled.
Over the past year the business
has seen a number of successes and challenges, from the completion
of the transformational CPS acquisition and a successful UK General
Election cycle to our disappointing
trading update in June 2024 and the subsequent announcement of our
cost optimisation and restructuring plan. While several factors,
both internal and external, have contributed to the challenges we
have faced, I am confident the actions we have taken will set the
business up for sustained success in the future. I would like to
thank all the employees at YouGov and our new colleagues at CPS for
their hard work and commitment.
The market research industry has
had to adapt to several market forces over the year from the rise
of AI-based insights to addressing panel quality issues and the
continued high interest rate environment leading to a cautious
spending profile from clients. Consequently, the global Market
Research sector recorded growth of 5% in 20231, in line
with inflation and growth rates seen in the prior year, with some
of the largest players in our industry recording year-on-year
declines. Against this backdrop, YouGov reported 3%
underlying2 growth in FY24 and 30% reported growth
reflecting the CPS acquisition.
FY24 Priorities
We have made considerable progress
over the past year in our areas of priority for FY24 and this will
set us up for growth in the medium term. These priority areas
are:
|
●
|
CPS
|
|
○
|
Completed the transformational
acquisition of CPS, the European leader in household purchase data
with panels across 18 countries, for a headline purchase price of
€315m, in January 2024.
|
|
○
|
The division has continued to
perform well post-completion with clients continuing to receive the
high level of service they had prior to the deal. Additionally, the
CPS and YouGov teams are beginning to collaborate on research
opportunities, particularly in Germany and Italy.
|
|
○
|
With the integration process well
underway, we will be investing in strategic growth initiatives for
the CPS business to accelerate future growth, including:
|
|
|
▪
|
Development of a new platform,
SimIT Web, in conjunction with Circana™, which is expected to
launch in FY25. The platform will represent a significant step
forward in the shopper analytics industry owing to its efficient
data accessibility and visualisation, export capabilities, AI
chatbot, collaboration features, automatic report updates and
user-friendliness.
|
|
|
▪
|
Build out of passive consumer
panels in the Nordics through automated receipt data collection,
thereby increasing the potential commercial opportunities with
brands and retailers in the region.
|
●
|
Panel Quality
|
|
○
|
Following the publication of
our
industry leading white paper in November 2023
on how we maintain superior data quality in
YouGov BrandIndex, we have been able to catch fraudulent and
inattentive respondents in real-time, eliminating slow, manual
processing. This has resulted in measurably better response quality
in our surveys. For example, the percentage of US respondents in
YouGov BrandIndex that failed attention checks has dropped from 5%
in early 2023 to about 1% in August 2024.
|
|
○
|
The quality of our panel was put
to the test at the 2024 UK General Election and we were extremely
pleased that YouGov's predictions called 92% of seats1
accurately, surpassing the accuracy of all major pollsters
including the exit poll.
|
●
|
Product Innovation
|
|
○
|
Based on feedback from clients and
our assessment of our Data Products proposition, we identified the
need to improve the user interface and user experience of our
syndicated subscription products to increase their ease of use and
discoverability of the data. Following the acquisitions of
KnowledgeHound and Yabble, we have developed a product roadmap that
includes a series of enhancements and new AI-enabled features to be
introduced in FY25.
|
|
○
|
Additionally, we further
identified the need for us to have more category-specific products
that serve a wider base of clients and address their most immediate
needs in a cost-efficient way, allowing us to tap into the upside
potential with brand clients. We were able to rapidly develop and
test these products using our existing YouGov BrandIndex dataset
while expanding into category-specific data to track industry
behaviours, attributes and products. Subsequently, we have launched
YouGov CategoryView in the US covering seven different categories
across the FMCG, Automotive and Financial Services sectors, with
several more planned for launch during FY25.
|
●
|
Commercial Rigour
|
|
○
|
One of the areas that has
undergone a notable transition and change over the past year has
been the structure of our commercial teams. Beginning with the
appointment of a new Chief Commercial Officer, Tom Fisher, in
January 2024, we changed the reporting structure and accountability
to be more regionally aligned.
|
|
○
|
Under Tom's leadership, we have
thoroughly evaluated our sales incentive programme and moved our
account management teams to quarterly targets and more focussed
client accounts in terms of numbers and sectors. Additionally, we
have appointed a new leader for our UK business and will imminently
be appointing a leader for our DACH business. Overall, we believe
we have the right measures and leaders now in place to ensure we
continue to expand our share of wallet with existing clients and
win new business in the coming years.
|
●
|
US Expansion
|
|
○
|
The US has seen robust
underlying2 growth in FY24, in line with the market,
with variability in performance across different sectors. After a
short pause in FY23, the technology sector returned to strong
growth in the year. However, this was offset in part by a slowdown
in the gaming sector which has undergone a period of restructuring
and the academic sector which is expected to return to growth in
FY25 ahead of the 2024 US Presidential Election.
|
Cost optimisation plan
Following the lower than expected growth achieved in FY24, we accelerated
our internal operational and strategic review of the YouGov
business and subsequently commenced a cost optimisation plan. The
strategic review included an assessment of our entire product
portfolio, reviewing the size and profitability of some of our
local operations and evaluating our support function needs for the
next 12-18 months.
The Company identified several
areas where we could reduce our cost base and reallocate resources
to be a more focussed and efficient business. We expect these
streamlining measures to lead to annualised cost savings of £20
million, through a reduction in support functions, discontinuing
under-performing products, scaling back in certain non-core regions
and curtailing third-party supplier costs. It is anticipated that
about 70% of the annualised cost savings will be realised in FY25,
weighted towards the second half of the year.
Third strategic growth plan ("SP3")
YouGov's current strategic growth
plan aims to deepen YouGov's strategy and complete the final stage
of positioning ourselves as a platform business with a dual
go-to-market strategy targeting enterprise sales and a digital path
to purchase. This strategic growth plan is underpinned by three key
growth areas:
●
|
Deepening client relations and
increasing market penetration through our syndicated data products
and customised research;
|
●
|
Driving greater usage of our
self-serve client platform, through single
sign-on and a digital sales and marketing approach; and
|
●
|
Targeting greenfield
opportunities, such as newer products and M&A.
|
Following the announcement of our
cost optimisation plan in August 2024, we will be prioritising our
investments in areas where we see the greatest potential for return
to ensure we remain on track to delivering on SP3. Some of the
identified areas of initial investment include:
●
|
Upgrading our Data Products, as
outlined above, to make the interface more intuitive and adding
features and pre-built content that increase the speed and ease at
which clients can derive the data and insights they
need.
|
●
|
Further building out our
AI-enabled capabilities to enhance operational efficiency through
workflow automation and develop client-facing product innovations.
Beginning with YouGov Profiles, our flagship audience intelligence
tool, we will look to introduce conversational search and analytics
to make the data within our vast dataset more
discoverable.
|
●
|
Enhancing our sales organisation
through the appointment of new regional leaders for UK and EMEA to
drive improved performance.
|
Following the completion of the
CPS transaction, the Group revised its medium-term guidance to
include the contribution from CPS, and our ambitions remain
unchanged:
●
|
Medium-term revenue of £650
million; and
|
●
|
Medium-term adjusted operating
profit margin of 25%.
|
The Board is confident that our
identified investment priorities and cost optimisation measures
will allow the Group to focus on its long-term strategic plan and
deliver on the ambitious financial targets over time.
Current trading and outlook
●
|
Trading for the current financial
year is broadly in line with the prior year as expected, reflecting
the slower sales bookings in H2 FY24.
|
●
|
Continue to see demand for our
high-quality Custom Research data, while seeing longer sales cycles
for Data Products subscription sales.
|
●
|
Sales bookings momentum is
expected to pick up in Q2 and Q3 FY25 as we head into renewal
season for our Data Products, supported by the launch of new
products and features as well as an improvement in market
conditions.
|
●
|
We expect the Group to meet
current market expectations for FY25, which will be second half
weighted due to the ongoing restructuring process.
|
●
|
We maintain a disciplined approach
to cash management, and as of 31 July 2024, the Group has a robust
balance sheet, with approximately £74 million in cash and cash
equivalents and €16 million of the revolving credit facility
remains undrawn.
|
●
|
Moving into FY25, enhancing our
core Data Products, further development of AI capabilities and
building up our team of expert researchers and data scientists will
be our key investment areas.
|
Leadership
team
In my first year at YouGov, I have
been thoroughly impressed, not only by the calibre of the staff and
their dedication to the company, but also their enthusiasm and
entrepreneurial spirit. As we evolve into a market leader in our
field, it is vital that we become a more globally connected
organisation with a clearer corporate structure, which in turn will
lead to better accountability and performance.
Beginning with the aforementioned
appointment of a new Chief Commercial Officer (CCO), we have
reorganised our sales and regional teams to enable greater
collaboration, clear roles and responsibilities and alignment of
goals. Under the new structure, regional heads have full
responsibility of the commercial and delivery teams and report into
the CCO. This will enable us to better serve our large
multi-national clients using a more global approach to our key
client relationships.
Furthermore, we have strengthened
our senior leadership team with the appointment of Marc Ryan as
Chief Product Officer (CPO) in September 2024. Marc's initial focus
will be on YouGov's Data Products, and he joins YouGov to oversee
our product strategy with a focus on customer-centric innovation.
As CPO, Marc will set our long-term product vision across the
entire product ecosystem, including cross-product convergence. With
over 30 years of experience in the market research industry, Marc
has an exceptional track record as a transformational leader
specialising in data, product, and scaling growth across dynamic
B2C and B2B environments. Marc joins us at an exciting time for the
industry as advances in zero party data and AI see clients
demanding more from their research. Combining Marc's expertise with
YouGov's renowned data products and our unrivalled proprietary data
set, we will continue to be the innovation leader in our
industry.
Over the past year, I have
witnessed firsthand how YouGov's talented team have worked
tirelessly to deliver on the Company's clear purpose and mission.
While the year has been one of the most challenging in YouGov's
history, I remain excited about our future knowing that we have the
right products, people and strategy in place.
Steve Hatch
Chief Executive Officer
29 October 2024
1 According to the ESOMAR Global
Market Research Report published in September 2024.
2 Defined in the explanation of non-IFRS measures below.
Chief
Finance
Officer's Review
While the Group delivered lower
than expected growth in the 12 months to 31 July 2024, the first
year of its third strategic growth plan, it continued to show
positive organic growth rates. The business has undergone a
period of transition and change over the past year which in part
has led to a near-term slowdown in its growth trajectory. However,
we expect that the remedial actions taken towards the end of the
financial year will put us back on track to delivering strong
growth over the medium term and beyond.
Group revenue was up 30% in
reported terms to £335.3m during the period, largely due to the
contribution from the acquired CPS business. On an
underlying1 basis (excluding foreign exchange movements
and contribution from acquisitions) revenue was up 3% (FY23: 9%).
Performance across the regions was varied as weakness in EMEA
(excluding CPS) due to internal leadership challenges was offset by
strong performance in the US, which recorded growth of 8% on an
underlying1 basis.
Gross margin increased slightly to
81% (FY23: 80%), as higher spend on external panel for niche
audiences was offset by the inclusion of the CPS
business.
Group operating costs (excluding
separately reported items) of £221.5m (FY23: £158.2m) increased by
40% in reported terms. Adjusted operating
profit1 was slightly ahead of the prior financial year
at £49.6m (FY23: £49.1m), including the
contribution from the CPS acquisition, representing an adjusted operating margin of 15% (FY23:
19.0%). Underlying1 operating
profit decreased by 37% due to slower than expected revenue growth
and increased investments in staff costs at the start of the
financial year.
Additionally, the Group's results
were impacted by the net appreciation of UK Sterling, as its
average exchange rate was 4% higher against the US Dollar in this
period against the prior period. Movement against the Euro was 1%
higher compared to 31 July 2023. The net impact of foreign exchange
on the Group's adjusted operating profit1 was a decrease
of £2.6m compared to calculation in constant currency
terms.
The Group's statutory operating
profit decreased to £10.9m (FY23: £44.4m), after charging
separately reported items of £38.7m (FY23: £4.7m).
FY24 presentational changes and FY23
restatements
During the reporting period, the
company identified errors in the previously reported FY23 financial
statements. These errors have been corrected in accordance with IAS
8, which requires retrospective restatement. The errors related to
capitalised software development and panel incentive provisions, as
noted below. There is immaterial income statement impact in
2023.
●
|
Capitalised software development -
it was identified that there was an error in relation to the
misapplication of IAS 38 accounting policy against software
additions. Previously the additions were being amortized in the
month the cost was incurred rather than when the asset was
available for use. The software development asset was understated
by £4.4m.
|
●
|
Panel Incentive provision - the
Group historically accounted for panel incentive provision under
IAS 37, however in FY24 it was challenged whether the arrangement
with our panellists met the criteria of a financial liability per
IFRS 9/IAS 32 since the panellists hold a contractual right to
receive cash on reaching the specified redemption levels.
Therefore, certain of the panel incentive points have been
redesignated as financial liabilities in the opening balance sheet.
The net impact has been to recognise to recognise a financial
liability of £3.3m and derecognise panel provision of £1.7m on the
prior year opening balance sheet, with the difference being
recognised as an adjustment to retained earnings.
|
The Group has reviewed and
adjusted certain presentational items, triggered by the
transformational acquisition of CPS during the year. The
adjustments have been made to provide uniformity of accounting
policies and processes and also improve the comparability of
performance. 2023 comparatives have been updated to reflect these
presentational changes. Key changes made include:
●
|
Amortisation costs of acquired
customer relationship and order backlog intangible assets has been
removed from adjusted operating profit and shown in separately
reported items. The change will give a more comparable view of
Group's performance with other market research and technology
companies and across our business segments. See Note 3 for further
details.
|
●
|
Certain expenses have been
reclassified from administrative expenses to cost of sales. These
expenses are consumer panel amortisation charge and staff costs
directly attributable to data collection in Switzerland.
|
●
|
Segmentation - see note 1 for
details
|
|
○
|
Product segments have been updated
to add CPS as a new segment and combine Custom Research and Data
Services into one segment called Research.
|
|
○
|
Regional segments have been
updated to align with internal management reporting structure.
India which was previously included within AsiaPac is now included
in EMEA. CPS is also included in EMEA.
|
|
○
|
Allocation of central costs to
product segments has also been updated to reflect change in
internal structure. Additionally, certain revenues, previously
recognised as Central revenue have been reclassified to data
products and Research.
|
|
|
Performance by division
Following the acquisition of CPS,
the segmental breakdown has been updated in FY24 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
|
Year to
31 July
2024
£m
|
Year to
31 July
2023
£m
|
Revenue
growth
%
|
Underlying1
revenue change
%
|
Data Products
|
83.8
|
85.9
|
(2%)
|
(1%)
|
CPS
|
74.2
|
-
|
-
|
-
|
Research
|
177.7
|
173.1
|
3%
|
5%
|
Intra-Group revenues
|
(0.4)
|
(0.7)
|
(47)%
|
(59%)
|
Group
|
335.3
|
258.3
|
30%
|
3%
|
Adjusted Operating Profit1
|
Year to
31 July
2024
£m
|
Year to
31 July
2023
£m
|
Adjusted
Operating
Profit
growth
%
|
Adjusted Operating Margin
%
|
Year to
31 July
2024
|
Year to
31 July
2023
|
Data Products
|
27.4
|
36.8
|
(26%)
|
33%
|
43%
|
CPS
|
19.7
|
-
|
|
27%
|
-
|
Research
|
19.8
|
25.5
|
(22%)
|
11%
|
15%
|
Central costs
|
(17.3)
|
(13.2)
|
31%
|
-
|
-
|
Group
|
49.6
|
49.1
|
1%
|
15%
|
19%
|
Data
Products
Our subscription-based data
products suite includes YouGov BrandIndex and YouGov Profiles as
well as newer behavioural products, such as YouGov Safe.
Revenue from Data Products
decreased by 2% in the period and was largely flat on an
underlying1 basis. The division saw
underlying1 growth across all regions, except for low
single-digit decline in the Americas, where new subscription sales
were lower owing to pressure on client budgets. Renewal rates for
our subscription products have remained in line with the prior year
as existing clients continue to maintain spend. The division saw
strong growth from its largest industry vertical, agencies, and the
travel sector, while there was weakness in the gaming and media
owners segment.
As a result of the division's
lower revenue performance, the adjusted
operating profit1 from Data Products decreased by 26% to
£27.4m. Additionally, higher investments in Data Products as we
look to improve the user interface and build new products and
features, resulted in a contraction in the adjusted operating
margin1 to 33% (FY23: 43%).
CPS
Our CPS division provides
household purchase data across 18 European countries.
CPS contributed £74.2m of revenue
and £19.7m in adjusted operating profit following the completion of
the acquisition on 9 January 2024. CPS's revenue recognition
policies have been harmonised with YouGov's and, as a result, most
of the revenue is now being recognised over time as per the IFRS 15
definition. The division delivered a higher level of reports in
July than anticipated at the time of the trading update on 6 August
2024, leading to higher revenue being recognised in FY24. This has
also led to a high level of profit contribution to Group results
during the period and is expected to normalise over a twelve-month
period.
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 customised research
projects and multi-year tracking studies.
Revenue in the Research division
increased by 3% in reported and 5% in underlying1 terms
to £177.7m, as the continued weakness in fast-turnaround Data
Services projects was more than offset by strong growth in ad-hoc
and multi-year Custom Research work. In particular, the Americas
saw mid-teens underlying1 growth, largely driven by the
technology sector. Good performance was recorded in the UK, despite
a slowdown in the media sector, driven by new wins with retail
clients and growth in the academic sector. EMEA recorded a low
single-digit increase on an underlying basis1 primarily
due to weakness in the Swiss business.
The adjusted operating
profit1 decreased 22% over the prior year to £19.8m and
the margin contracted from 15% to 11%, due to higher staff costs
and investments in support functions.
Performance by geography
YouGov's geographic footprint
spans the UK, Europe, the Americas, Asia Pacific and the Middle
East.
Revenue
|
Year to
31 July
2024
£m
|
Year to
31 July
2023
£m
|
Revenue
growth
%
|
Underlying1
revenue change
%
|
UK
|
69.0
|
66.8
|
3%
|
3%
|
Americas
|
124.1
|
118.3
|
5%
|
8%
|
EMEA
|
141.2
|
69.0
|
N.A.
|
(1%)
|
Asia
|
19.6
|
21.4
|
(8%)
|
(4%)
|
Intra-Group revenues
|
(18.6)
|
(17.2)
|
8%
|
7%
|
Group
|
335.3
|
258.3
|
30%
|
3%
|
Adjusted Operating Profit1
|
Year to
31 July
2024
£m
|
Year to
31 Jul
2023
£m
|
Operating
Profit
growth
%
|
Operating Margin
%
|
Year to
31 July
2024
|
Year to
31 July
2023
|
UK
|
11.8
|
13.3
|
(11%)
|
17%
|
20%
|
Americas
|
28.5
|
37.7
|
(24%)
|
23%
|
32%
|
EMEA
|
20.5
|
5.7
|
N.A.
|
15%
|
8%
|
Asia
|
2.0
|
3.0
|
(33%)
|
10%
|
14%
|
Central items
|
(13.2)
|
(10.6)
|
25%
|
-
|
-
|
Group
|
49.6
|
49.1
|
1%
|
15%
|
19%
|
Panel development by geography
We continued to invest in our
panel to ensure we are able to meet our clients' research needs and
to deliver nationally representative samples in our newer markets.
As at 31 July 2023, the total number of registered panellists had
increased by 13% to 29 million, compared to 26 million as at 31
July 2023, as set out in the table below.
Region
|
Panel size
at
31 July
2024
millions
|
Panel size
at
31 July
2023
millions
|
Change
%
|
UK
|
3.11
|
2.88
|
8%
|
Americas
|
10.32
|
9.28
|
11%
|
Mainland Europe (including
CPS)
|
6.78
|
5.88
|
15%
|
MENA and India
|
3.57
|
3.07
|
16%
|
Asia Pacific
|
5.31
|
4.54
|
17%
|
Total
|
29.10
|
25.65
|
13%
|
Group financial performance
Amortisation of intangible
assets
In the 12 months to 31 July 2024,
amortisation charges for intangible assets of £31.0m were £10.0m
higher than the previous year, largely due to amortisation of
acquired customer relationship assets and
order backlog linked to the CPS acquisition. Amortisation of our panel assets increased by £1.6m to
£12.1m and amortisation of software decreased by £0.7m to £8.6m.
£6.1m (FY23: £7.9m) of the total software development charge
related to assets created through the Group's own internal
development activities, £1.4m (FY23: £1.2m) related to separately
acquired assets and £0.5m (FY23: £0.2m) was for amortisation on
assets acquired through business combinations.
Separately reported
items
Acquisition-related costs in the
year of £17.3m comprise professional service costs from banks,
lawyers and accountants in respect of the acquisition of CPS and
KnowledgeHound and £0.7m of contingent consideration treated as
staff costs in respect of the acquisitions of Charlton Insights
Inc., YouGov Finance Limited (formerly Lean App Limited) and Faster
Horses Pty Limited.
Re-organisation and integration
costs of £9.1m were incurred in relation to integration of acquired
businesses into the Group and the provision made for the planned
restructuring as part of implementing the cost optimisation
plan.
Amortisation of acquired
customer relationship assets and order
backlog, in relation to the acquisition of
CPS and LINK Marketing Services AG, amounted to £9.9m for the
period ended 31 July 2024 (FY23: £0.8m).
Finance
Costs
Group net finance costs increased
to £6.9m (FY23: income of £0.2m). Interest payable on our debt
facilities amounted to £8.7m for the twelve months ended 31 July
2024. Finance income during the same period was £1.8m, largely due
to interest received on bank deposits.
Profit before tax and
earnings per share
Adjusted profit before
tax1 of £45.0m was a decrease of 21% versus the prior
year, below the adjusted operating profit growth, largely due to
interest expense in relation to the new debt facility entered into
during this financial year and a lower share-based payment charge.
The adjusted tax rate1 increased from 21% in FY23 to 24%
in the period. Statutory profit before tax of £4.0m was reported
compared to £44.7m in the year ended 31 July 2023, a decrease of
91%, after accounting for separately reported costs of
£38.7m.
Profit before tax includes a £1.8m
loss resulting from of a social engineering event in H2 2024. In
this event, impersonation technology was leveraged to successfully
instruct the authorisation of a fraudulent payment. There was no
breach of YouGov systems, and no client, supplier, employee or
panel data was compromised. We believe we have taken the necessary
actions, and sufficiently increased control measures and employee
awareness, to prevent future incidents of this nature.
During the period adjusted basic
earnings per share1 declined by 29% from 41.1p to 29.4p,
and statutory basic earnings per share decreased from 31.5p to
(2.0p).
|
31 July
|
31
July
|
|
2024
|
2023
|
|
£m
|
£m
|
Adjusted operating
profit1
|
49.6
|
49.1
|
Share-based payments
|
1.9
|
7.6
|
Imputed interest
|
0.4
|
0.2
|
Net finance income /
(expense)
|
6.9
|
0.3
|
Adjusted profit before
tax1
|
45.0
|
57.2
|
Adjusted
taxation1
|
(10.7)
|
(12.1)
|
Adjusted profit after
tax1
|
34.3
|
45.1
|
Adjusted earnings per share
(pence)1
|
29.4p
|
41.1p
|
Cash flow and capital
expenditure
The Group generated £53.9m (FY23:
£69.0m) in cash from operations (before paying interest and tax)
including a £9.5m inflow (FY23: £4.2m outflow) from net working
capital and £4.7m payment for deferred consideration; the cash
conversion rate (percentage of adjusted EBITDA1
converted to cash) decreased from 94% to 70% of adjusted
EBITDA1. Taxation payments for the year totalled £9.6m
(FY23: £9.3m).
The Group invested £4.2m (FY23:
£7.8m) in the continuing development of our technology platform
internally and £1.9m (FY23: £1.2m) was invested on
separately-acquired software tools. Investment in panel recruitment
increased compared to the prior year at £11.2m (FY23: £7.3m), of
which £1.9m was in relation to the inclusion of CPS. In addition,
£2.0m (FY23: £1.1m) was spent on the purchase of property, plant
and equipment, resulting in a total investment in fixed assets of
£19.3m (FY23: £17.4m).
Total expenditure on intangible
assets and property, plant and equipment is shown below:
|
31 July
|
31
July
|
|
2024
|
2023
|
|
£m
|
£m
|
Software development
|
6.1
|
9.0
|
Panel recruitment
|
11.2
|
7.3
|
Total expenditure on intangible
assets
|
17.3
|
16.3
|
Purchase of property, plant and
equipment
|
2.0
|
1.1
|
Total capital
expenditure
|
19.3
|
17.4
|
In January 2024, the Group
completed two acquisitions for a total consideration of £268.8m
(net of cash acquired). The consideration was funded through a net
drawdown of £224.2m in bank loans and existing cash on the balance
sheet, primarily generated from the £49.8m equity placing completed
in July 2023 in relation to the acquisition of CPS.
Net inflow from financing
activities is after deducting the dividend payment of £10.1m (FY23:
£7.7m) and the purchase of treasury shares for £1.9m to satisfy
future employee share option exercises (FY23: £9.8m). As a result,
net cash balances at the year-end decreased by £32.9m to
£73.6m.
Balance
sheet
As at 31 July 2024, total
shareholders' funds decreased from £199.2m to £183.2m. Net assets
decreased from £199.0m to £183.3m, with a minority interest of
£0.1m accounting for the difference.
During the period, the Group
entered into a €280m debt facility to fund the acquisition of CPS.
This facility comprised a €40m Revolving Credit Facility ("RCF")
and a €240m amortising term loan with a tenor of four years ("Term
loan"). As of 31 July 2024, the full-term loan was drawn and €24m
was drawn on the RCF. Non-current liabilities increased from £16.9m
to £231.7m.
Net current assets decreased from
£72.5m to a net current liability position of £45.7m. Current
assets decreased from £165.4m to £149.0m, mainly due to the lower
cash balance following the payment for the acquisition of CPS.
Current liabilities increased from £92.9m to £194.7m, mainly due to
the addition of CPS and the first scheduled payment on the debt
facility due in October 2024.
The Group's liquidity position
remains strong with £73.6m in cash on the balance sheet and €16m of
the RCF available for drawdown. The Group's net debt as at 31 July
2024 was £148.2m and, excluding the impact of IFRS 16, the Group's
leverage ratio1 as of 31 July 2024 was
1.7x.
Proposed
dividend
The Board is recommending the
payment of a final dividend of 9.0p per share for the year ended 31
July 2024. If shareholders approve the dividend at the AGM
(scheduled for 5 December 2024), it will be paid on Monday 9
December 2024 to all shareholders who were on the Register of
Members at close of business on Friday 29 November 2024.
Alex McIntosh
Chief Finance Officer
29 October 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
|
Separately reported
items
|
The items considered as
separately
reportable are acquisition-related
costs, re-organisation and integration costs and the amortisation
of acquired customer list and order backlog intangibles and
impairment of assets.
|
Provides a more comparable basis
to assess the year-to-year operational business
performance
|
Adjusted operating
profit
|
Operating profit excluding
separately reported items
|
Adjusted operating profit
margin
|
Adjusted operating profit
expressed as a percentage of revenue
|
Adjusted EBITDA
|
Adjusted operating profit before
depreciation and amortisation
|
Adjusted profit before
tax
|
Profit before tax before
share-based payment charges, social taxes on share-based payments,
imputed interest and separately reported items
|
Underlying growth
|
Growth in business excluding
impact of current and prior period acquisitions, and movement in
exchange rates (i.e. current year performance calculated with
exchange rates held constant at prior year rates).
|
Adjusted taxation
|
Taxation due on the adjusted
profit before tax, thus excluding the tax effect of exceptional
items
|
Provides a more comparable basis
to assess the underlying tax rate
|
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 basic 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 dilutive 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 operating profits
|
Net debt
|
Short and long-term borrowings
(excluding lease liabilities and including pension defined benefit
net deficit) less cash and cash equivalents.
|
Provides an insight into the debt
position of the Group, taking into account current cash
resources.
|
Leverage ratio
|
Net debt calculated as a multiple
of the last 12 months Adjusted EBITDA.
|
Reconciliation of non-IFRS measures
Revenue reconciliation
|
Year to
31 July
2024
£m
|
Year to
31 July
2023
£m
|
Change
%
|
Revenue
|
335.3
|
258.3
|
30%
|
FX impact
|
-
|
(7.3)
|
|
Acquisitions
|
(75.5)
|
-
|
|
Underlying revenue
|
259.8
|
251.0
|
3%
|
Operating Profit reconciliation
|
Year to
31 July
2024
£m
|
Year to
31 July
2023
£m
|
Change
%
|
Statutory Operating
Profit
|
10.9
|
44.4
|
(75%)
|
Separately reported
items
|
38.7
|
4.7
|
N.A.
|
Adjusted Operating Profit
|
49.6
|
49.1
|
1%
|
FX impact
|
-
|
(2.6)
|
-
|
Acquisitions
|
(20.2)
|
-
|
-
|
Underlying1 operating profit
|
29.4
|
46.5
|
(37%)
|
Adjusted EBITDA1 reconciliation
|
Year to
31 July
2024
£m
|
Year to
31 July
2023
£m
|
Change
%
|
Adjusted Operating
Profit
|
49.6
|
49.1
|
1%
|
Depreciation
|
5.7
|
4.3
|
33%
|
Amortisation2
|
21.8
|
19.5
|
12%
|
Adjusted EBITDA
|
77.1
|
72.9
|
6%
|
1 Defined in the explanation of non-IFRS measures
above.
2 Excluding amortisation of acquired customer list and
order backlog intangibles accounted for in separately reported
items.
|
Publication of Non-Statutory Accounts
The unaudited financial
information relating to the year ended 31 July 2024 set out below
does not constitute the Group's statutory accounts for that year
but has been extracted from the statutory accounts, which have not
yet been filed with the Registrar.
Unaudited Consolidated Income Statement
for the year ended 31 July 2024
|
|
|
|
|
2024
|
2023
Restated
|
Note
|
£m
|
£m
|
Revenue
|
1
|
335.3
|
258.3
|
Cost of sales
|
|
(64.2)
|
(51.0)
|
Gross profit
|
|
271.1
|
207.3
|
Administrative expenses
|
|
(260.2)
|
(162.9)
|
Operating profit
|
1
|
10.9
|
44.4
|
Separately reported items
|
3
|
38.7
|
4.7
|
Adjusted operating profit
|
1
|
49.6
|
49.1
|
Finance income
|
4
|
1.8
|
1.0
|
Finance costs
|
4
|
(8.7)
|
(0.7)
|
Profit before taxation
|
1
|
4.0
|
44.7
|
Taxation
|
5
|
(6.1)
|
(10.1)
|
(Loss)/profit after taxation
|
1
|
(2.1)
|
34.6
|
Attributable to:
|
|
|
|
- Owners of the parent
|
|
(2.4)
|
34.5
|
- Non-controlling
interests
|
|
0.3
|
0.1
|
|
|
(2.1)
|
34.6
|
Earnings per share
|
|
|
|
Basic earnings per share
attributable to owners of the parent
|
7
|
(2.0)
|
31.5
|
Diluted earnings per share
attributable to owners of the parent
|
7
|
(2.0)
|
30.8
|
Unaudited Consolidated Statement of Comprehensive
Income
for the year ended 31 July
2024
|
|
|
|
2024
|
2023
|
£m
|
£m
|
(Loss)/profit for the year
|
|
(2.1)
|
34.6
|
Other comprehensive (expense)/income:
|
|
|
|
Items that will not be reclassified to profit or
loss
|
|
|
|
Actuarial gains
|
|
0.4
|
0.4
|
Items that may be subsequently reclassified to profit or
loss
|
|
|
|
Currency translation
differences
|
|
(0.5)
|
(2.9)
|
Other comprehensive expense
|
|
(0.1)
|
(2.5)
|
Total comprehensive (expense)/income for the
year
|
|
(2.2)
|
32.1
|
Attributable to:
|
|
|
|
- Owners of the parent
|
|
(2.5)
|
32.0
|
- Non-controlling
interests
|
|
0.3
|
0.1
|
Total comprehensive (expense)/income for the
year
|
|
(2.2)
|
32.1
|
Unaudited Consolidated Statement of Financial
Position
as at 31 July
2024
|
|
2024
|
2023
|
1 August
2022
|
|
|
|
Restated
|
Restated
|
Note
|
£m
|
£m
|
£m
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Goodwill
|
9
|
243.6
|
82.4
|
83.1
|
Other intangible assets
|
10
|
184.4
|
36.2
|
39.5
|
Property, plant and
equipment
|
|
3.9
|
3.6
|
4.2
|
Right-of-use assets
|
|
18.6
|
10.1
|
11.3
|
Deferred tax assets
|
|
10.2
|
11.1
|
11.3
|
Total non-current assets
|
|
460.7
|
143.4
|
149.4
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
11
|
72.6
|
55.2
|
53.5
|
Current tax assets
|
|
2.2
|
3.0
|
4.1
|
Cash and cash
equivalents
|
|
73.6
|
107.2
|
37.4
|
Current assets excluding assets classified as held for
sale
|
|
148.4
|
165.4
|
95.0
|
Assets classified as held for
sale
|
|
0.6
|
-
|
-
|
Total current assets
|
|
149.0
|
165.4
|
95.0
|
Total assets
|
|
609.7
|
308.8
|
244.4
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
12
|
105.5
|
68.3
|
70.1
|
Current tax liabilities
|
|
10.0
|
7.0
|
3.5
|
Provisions
|
|
24.0
|
14.5
|
15.8
|
Borrowings
|
13
|
50.4
|
-
|
-
|
Lease liabilities
|
|
4.8
|
3.1
|
2.9
|
Total current liabilities
|
|
194.7
|
92.9
|
92.3
|
Net current (liabilities) / assets
|
|
(45.7)
|
72.5
|
2.7
|
Non-current liabilities
|
|
|
|
|
Other payables
|
12
|
6.9
|
-
|
-
|
Provisions
|
|
7.8
|
6.8
|
9.0
|
Defined benefit pension net
liability
|
|
1.8
|
1.9
|
2.0
|
Lease liabilities
|
|
13.9
|
8.0
|
9.2
|
Borrowings
|
13
|
169.6
|
-
|
-
|
Deferred tax
liabilities
|
|
31.7
|
0.2
|
4.1
|
Total non-current liabilities
|
|
231.7
|
16.9
|
24.3
|
Total liabilities
|
|
426.4
|
109.8
|
116.6
|
Net assets
|
|
183.3
|
199.0
|
127.8
|
Equity
|
|
|
|
|
Issued share capital
|
|
0.2
|
0.2
|
0.2
|
Share premium
|
|
81.1
|
81.1
|
31.5
|
Treasury reserve
|
|
(11.3)
|
(19.4)
|
(9.6)
|
Merger reserve
|
|
9.2
|
9.2
|
9.2
|
Foreign exchange
reserve
|
|
11.2
|
11.7
|
14.6
|
Retained earnings
|
|
92.8
|
116.4
|
82.2
|
Total equity attributable to owners of the
parent
|
|
183.2
|
199.2
|
128.1
|
Non-controlling interests in equity
|
|
0.1
|
(0.2)
|
(0.3)
|
Total equity
|
|
183.3
|
199.0
|
127.8
|
Unaudited Consolidated Statement of Changes in
Equity
for the year ended 31 July
2024
|
|
Attributable to equity
holders of the Company
|
|
|
|
Note
|
Issued share
capital
|
Share
premium
|
Treasury
reserve
|
Merger
reserve
|
Foreign exchange
reserve
|
Retained
earnings
|
Equity attributable to
owners of the parent
|
Non- controlling interests
in equity
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Balance at 1 August 2022
(Reported)
|
|
0.2
|
31.5
|
(9.6)
|
9.2
|
14.6
|
79.4
|
125.3
|
(0.3)
|
125.0
|
Prior year adjustments
|
|
-
|
-
|
-
|
-
|
-
|
2.8
|
2.8
|
-
|
2.8
|
Balance at 1 August 2022
(Restated)
|
|
0.2
|
31.5
|
(9.6)
|
9.2
|
14.6
|
82.2
|
128.1
|
(0.3)
|
127.8
|
Actuarial gains
|
|
|
|
|
|
|
0.4
|
0.4
|
|
0.4
|
Exchange differences on
translation
|
|
-
|
-
|
-
|
-
|
(2.9)
|
-
|
(2.9)
|
-
|
(2.9)
|
Net (loss)/gain recognised
directly in equity
|
|
-
|
-
|
-
|
-
|
(2.9)
|
0.4
|
(2.5)
|
-
|
(2.5)
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
34.5
|
34.5
|
0.1
|
34.6
|
Total comprehensive
income/(expense) for the year
|
|
-
|
-
|
-
|
-
|
(2.9)
|
34.9
|
32.0
|
0.1
|
32.1
|
Issue of shares
|
23
|
-
|
49.6
|
-
|
-
|
-
|
-
|
49.6
|
-
|
49.6
|
Acquisition of treasury
shares
|
|
-
|
-
|
(9.9)
|
-
|
-
|
-
|
(9.9)
|
-
|
(9.9)
|
Treasury shares used to settle
share option exercises
|
|
-
|
-
|
0.1
|
-
|
-
|
(0.1)
|
-
|
-
|
-
|
Dividends paid
|
7
|
-
|
-
|
-
|
-
|
-
|
(7.7)
|
(7.7)
|
-
|
(7.7)
|
Share-based payments
|
24
|
-
|
-
|
-
|
-
|
-
|
7.6
|
7.6
|
-
|
7.6
|
Tax in relation to share-based
payments
|
19
|
-
|
-
|
-
|
-
|
-
|
(0.5)
|
(0.5)
|
-
|
(0.5)
|
Total transactions with owners
recognised directly in equity
|
|
-
|
49.6
|
(9.8)
|
-
|
-
|
(0.7)
|
39.1
|
-
|
39.1
|
Balance at 31 July 2023 (Restated)
|
|
0.2
|
81.1
|
(19.4)
|
9.2
|
11.7
|
116.4
|
199.2
|
(0.2)
|
199.0
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 July 2023 (Reported)
|
|
0.2
|
81.1
|
(19.4)
|
9.2
|
11.7
|
113.6
|
196.4
|
(0.2)
|
196.2
|
Prior year adjustments for year
ended 31 July 2022
|
|
-
|
-
|
-
|
-
|
-
|
2.8
|
2.8
|
-
|
2.8
|
Prior year adjustments for year
ended 31 July 2023
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance at 31 July 2023 (Restated)
|
|
0.2
|
81.1
|
(19.4)
|
9.2
|
11.7
|
116.4
|
199.2
|
(0.2)
|
199.0
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains
|
|
-
|
-
|
-
|
-
|
-
|
0.4
|
0.4
|
-
|
0.4
|
Exchange differences on
translation
|
|
-
|
-
|
-
|
-
|
(0.5)
|
-
|
(0.5)
|
-
|
(0.5)
|
Net (loss)/gain recognised
directly in equity
|
|
-
|
-
|
-
|
-
|
(0.5)
|
0.4
|
(0.1)
|
-
|
(0.1)
|
(Loss)/Profit for the
year
|
|
-
|
-
|
-
|
-
|
-
|
(2.4)
|
(2.4)
|
0.3
|
(2.1)
|
Total comprehensive income/(expense) for the
year
|
|
-
|
-
|
-
|
-
|
(0.5)
|
(2.0)
|
(2.5)
|
0.3
|
(2.2)
|
Acquisition of treasury
shares
|
|
-
|
-
|
(1.9)
|
-
|
-
|
-
|
(1.9)
|
-
|
(1.9)
|
Treasury shares used to settle
share option exercises
|
|
-
|
-
|
10.0
|
-
|
-
|
(10.0)
|
-
|
-
|
-
|
Dividends paid
|
7
|
-
|
-
|
-
|
-
|
-
|
(10.1)
|
(10.1)
|
-
|
(10.1)
|
Share-based payments
|
24
|
-
|
-
|
-
|
-
|
-
|
2.7
|
2.7
|
-
|
2.7
|
Tax in relation to share-based
payments
|
19
|
-
|
-
|
-
|
-
|
-
|
(1.6)
|
(1.6)
|
-
|
(1.6)
|
Settlement of fully vested share
options
|
|
-
|
-
|
-
|
-
|
-
|
(2.6)
|
(2.6)
|
-
|
(2.6)
|
Total transactions with owners recognised directly in
equity
|
|
-
|
-
|
8.1
|
-
|
-
|
(21.6)
|
(13.5)
|
-
|
(13.5)
|
Balance at 31 July 2024
|
|
0.2
|
81.1
|
(11.3)
|
9.2
|
11.2
|
92.8
|
183.2
|
0.1
|
183.3
|
Unaudited Consolidated Statement of Cash Flows
for the year ended 31 July 2024
|
|
2024
|
2023
Restated
|
|
Note
|
£m
|
£m
|
Cash flows from operating activities
|
|
|
|
Profit before taxation
|
|
4.0
|
44.7
|
Adjustments for:
|
|
|
|
Finance income
|
4
|
(2.0)
|
(0.3)
|
Finance costs
|
4
|
8.7
|
0.7
|
Amortisation of
intangibles
|
2
|
31.0
|
21.0
|
Depreciation
|
2
|
5.7
|
4.3
|
Impairments
|
10
|
1.7
|
-
|
Share-based payment
expense
|
2
|
2.7
|
7.6
|
Settlement of share-based
payments
|
|
(2.6)
|
-
|
Other non-cash items
|
|
-
|
(2.5)
|
Settlement of contingent
consideration
|
|
(4.7)
|
(2.3)
|
(Increase) in trade and other
receivables
|
|
2.5
|
(0.3)
|
Increase / (decrease) in trade and
other payables
|
|
3.5
|
(2.8)
|
Increase / (decrease) in
provisions
|
|
3.4
|
(1.1)
|
Cash generated from operations
|
|
53.9
|
69.0
|
Interest paid
|
|
(6.6)
|
(0.5)
|
Income taxes paid
|
|
(9.6)
|
(9.3)
|
Net cash generated from operating
activities
|
|
37.7
|
59.2
|
Cash flow from investing activities
|
|
|
|
Acquisition of subsidiaries (net
of cash acquired)
|
|
(261.6)
|
-
|
Purchase of property, plant and
equipment
|
|
(2.0)
|
(1.1)
|
Purchase of intangible
assets
|
|
(17.3)
|
(16.3)
|
Interest received
|
|
2.0
|
0.3
|
Net cash used in investing activities
|
|
(278.9)
|
(17.1)
|
Cash flows from financing activities
|
|
|
|
Proceeds from the issue of share
capital (net of costs)
|
|
-
|
49.8
|
Principal element of lease
payments
|
|
(3.9)
|
(3.2)
|
Drawdown of bank loans
|
|
232.8
|
-
|
Repayment of bank loans
|
|
(8.6)
|
-
|
Dividends paid to
shareholders
|
|
(10.1)
|
(7.7)
|
Purchase of treasury
shares
|
|
(1.9)
|
(9.8)
|
Net cash generated from financing
activities
|
|
208.3
|
29.1
|
Net (decrease) / increase in cash and cash
equivalents
|
|
(32.9)
|
71.2
|
Cash and cash equivalents at
beginning of year
|
|
107.2
|
37.4
|
Exchange (loss) on cash and cash
equivalents
|
|
(0.7)
|
(1.4)
|
Cash and cash equivalents at end of year
|
|
73.6
|
107.2
|
Unaudited Notes to the Consolidated
Financial Statements
for the year
ended 31 July 2024
Nature of operations
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 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 annual consolidated
financial statements are presented in UK Sterling, which is also
the functional currency of the Parent Company. Figures are rounded
to the nearest million, unless otherwise indicated.
Basis of preparation
The consolidated financial
statements of YouGov plc are for the year ended 31 July 2024. They
have been prepared under the historical cost convention modified
for fair values under International Financial Reporting Standards
("IFRS"). Financial assets, such as defined benefit plan assets,
and financial liabilities, such as contingent consideration, are
measured at fair value.
These consolidated financial
statements have been prepared in accordance with UK-adopted
international accounting standards in conformity with the
requirements of the Companies Act 2006 applicable to companies
reporting under IFRS.
The separate financial statements
of the Company are presented as required by the Companies Act
2006.
Restated Balance Sheet Due to Prior Period Errors (IAS
8)
During the preparation of the FY24
financial statements, the company identified errors in the
previously reported FY23 financial statements. These errors have
been corrected in accordance with IAS 8, which requires
retrospective restatement.
The errors related to capitalised
software development and panel incentive provisions. The
adjustments have been applied retrospectively with the comparative
figures for the year ended 31 July 2023 restated accordingly. The
table below summarises the adjustments made. There is immaterial
income statement impact in 2023:
|
|
Adjustments from prior year
|
|
|
1 August
2022
|
Software
development
|
Panel
incentive provision
|
1 August
2022
|
|
Reported
|
|
|
Restated
|
|
£m
|
£m
|
£m
|
£m
|
Intangible Assets
|
35.1
|
4.4
|
-
|
39.5
|
Trade
& Other Payables
|
(66.8)
|
-
|
(3.3)
|
(70.1)
|
Provisions
|
(11.2)
|
-
|
1.7
|
(9.5)
|
Retained
earnings
|
79.4
|
4.4
|
(1.6)
|
82.2
|
|
|
Adjustments from prior year
|
|
|
|
31 July
2023
|
Software
development
|
Panel
incentive provision
|
31 July
2023
|
|
|
Reported
|
|
|
Restated
|
|
£m
|
£m
|
£m
|
£m
|
Trade
& Other Receivables
|
55
|
-
|
0.2
|
55.2
|
Trade
& Other Payables
|
(64.7)
|
-
|
(3.6)
|
(68.3)
|
Provisions
|
11.2
|
-
|
(1.5)
|
9.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
No retained earnings for the year
ended 31 July 2023 with carry-over impact of £2.8m from 1 August
2022 restated financials.
Capitalised software development
During the current year audit, it
was identified that there was an error in relation to the
misapplication of IAS 38 accounting policy against software
additions. Previously the additions were being amortized in the
month the cost was incurred rather than when the asset was
available for use. The software development asset was understated
by £4.4m (see note 10).
Panel Incentive provision
The group historically accounted
for panel incentive provision under IAS 37, however in FY24 it was
challenged whether
the arrangement with our
panellists met the criteria of a financial liability per IFRS 9/IAS
32 since the panellists hold a contractual right to receive cash on
reaching the specified redemption levels. Therefore, the panel
incentive points have been classified into following
categories:
●
|
Contractual right to receive cash -
financial liability under IFRS 9.
|
●
|
Non-cash incentives - Provision
under IAS37.Combination of cash/non-cash incentives - financial
liability for cash portion under IFRS 9.
|
The net impact has been to
recognise to recognise a financial liability of £3.3m and
derecognise panel provision of £1.7m on the prior year opening
balance sheet. The difference has been recognised as an adjustment
to retained earnings
FY24 presentational changes and FY23
restatements
During the reporting period, the
Group has reviewed and adjusted certain presentational items,
triggered by the transformational acquisition of CPS during the
year. The adjustments have been made to provide uniformity of
accounting policies and processes and also improve the
comparability of performance. 2023 comparatives have been updated
to reflect these presentational changes. None of these adjustments
impact net assets, reported statutory profit or the tax charge for
the year. Key changes made include:
●
|
Certain expenses totalling £13.6m
have been reclassified from administrative expenses to cost of
sales. These expenses are consumer panel amortisation charge and
staff costs directly attributable to data collection in
Switzerland. The overall reclassification was for
£13.6m.
|
●
|
Amortisation costs of acquired
customer relationship and order backlog intangible assets has been
removed from adjusted operating profit and shown in separately
reported items. 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 across our
business segments. See Note 3 for further details.
|
●
|
Segmentation - see note 1 for
details
|
|
○
|
Product segments have been updated
to add CPS as a new segment and combine Custom Research and Data
Services into one segment called Research.
|
|
○
|
Regional segments have been updated
to align with internal management reporting structure. India which
was previously included within Asia Pacific is now included in
EMEA. CPS is also included in EMEA.
|
|
○
|
Allocation of central costs to
product segments has also been updated to reflect change in
internal structure and allocation keys. Additionally, certain
revenues, previously recognised as other revenue have been
reclassified to data products and Research.
|
|
○
|
Revenue classification has been
reviewed and changes made as some revenue streams were previously
incorrectly presented as point in time rather than over time in
line with the pattern of recognition.
|
|
○
|
Segmental revenue analysis showing
sales by origin or destination of customer have been updated to
bring in additional countries following the CPS
acquisition.
|
|
○
|
Revenue recognised that was
included in the contract liability balance at the beginning of the
financial year comparative disclosure.
|
●
|
Definition of Key Management
Personnel has been updated to include the directors, the CEO and
his direct reports only.
|
None of the above adjustments have
an impact on net assets, reported statutory profit for the year or
tax charge.
Going concern
The Group meets its day-to-day
working capital requirements through its cash reserves and has
access to a €40m Revolving Credit Facility ("RCF"). At 31 July
2024, the Group had a healthy liquidity position with £73.6m of
cash and cash equivalents. £20.0m of the RCF was drawn as at 31
July 2024. The Group has net current liabilities of £45.7m and net
assets of £183.3m as at 31 July 2024.
While FY24 saw a decline in
profitability leading to the trading update in June 2024, the Group
achieved a 15% adjusted operating profit margin and underlying
revenue continued to increase year on year. Building on that, £20m
of cost actions have been built into the budget for
FY25.
Having performed a going concern
analysis covering the period out to January 2026, management
consider it is appropriate to continue to adopt the going concern
basis in preparing the Consolidated and Company financial
statements. In doing so, management has considered:
●
|
that the Group's revenue sources
and operations are well diversified, by country, currency and
sector, and there is a track record of growth.
|
●
|
the impacts of the current economic
environment.
|
●
|
strong operating cashflows
projected based upon the Group's budget for the year ended 31 July
2025.
|
●
|
the acquisition of Consumer Panel
Business of GfK SE on the 9 January 2024, where positive cash
generation has been experienced and is expected to
continue.
|
●
|
the Group's ability to flex its
cost base in response to any unexpected reductions in trading
activity.
|
●
|
the Group's access to its new
three-year multi-currency RCF which provides sufficient liquidity
when judged against operational requirements of the
Group.
|
●
|
the Group's access to a term loan
of €280m in January 2024 which is in place until October 2027, with
interest payments made quarterly and principal payment made
annually from October 2024.
|
●
|
the acquisition of Yabble on the 6
August 2024 through a combination of cash, equity, and a three year
earn-out based on specific revenue targets being met. The initial
cash consideration for the acquisition was £1.3m.
|
The Group's financing arrangement
require covenants to be met. The covenants are Adjusted Leverage
ratio (broadly, the ratio of Net Debt to Adjusted EBITDA) and
Interest Cover (broadly, the ratio of net finance charge to
Adjusted EBITDA). The facility covenants are tested semi-annually
and include
(i) a maximum Adjusted Leverage of
3.0x and, (ii) a minimum Interest Cover of 4.0x. The first covenant
testing period was 31st January 2024.
A severe but plausible scenario
has been modelled whereby revenue does not grow at all year on
year, which is considered appropriate as it reflects not achieving
the expected growth built into the FY25 Budget across the now
diversified group including CPS. The severe but plausible scenario
is not a forecast of the Group and is designed to stress test
liquidity and covenant compliance.
In their review of the severe but
plausible scenario, the Directors have also considered several
mitigations that would help maintain headroom on the Group's
covenants, and are at their discretion, including but not limited
to:
●
|
reduction/postponement of dividend
payments,
|
●
|
reduction of bonus payments,
and
|
●
|
removal of increased overheads to
support the originally planned growth.
|
A reverse stress test was also
performed using the severe but plausible scenario and mitigations,
it then took a further 9% reduction in revenue over the going
concern period to cause a breach in covenants. It was deemed this
was an implausible scenario, however if this scenario were to occur
there are further mitigations that could be applied.
The Directors have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due for a period of at least
12 months from the date of approval of these financial statements.
Accordingly, the Directors continue to adopt the going concern
basis for the preparation of the financial statements.
1
Segmental analysis
Supplementary analysis by geography
Revenue and adjusted operating
profit by geography based on the origin of the sale:
|
Research
|
Data
Products
|
CPS
|
Other revenue, eliminations
and unallocated costs
|
|
Group
|
2024
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
|
|
|
|
|
Recognised over time
|
141.8
|
81.9
|
4.1
|
(0.1)
|
227.7
|
Recognised at a point in
time
|
35.9
|
1.9
|
70.1
|
(0.3)
|
107.6
|
Total revenue
|
177.7
|
83.8
|
74.2
|
(0.4)
|
335.3
|
Cost of sales
|
(40.4)
|
(11.6)
|
(9.2)
|
(3.0)
|
(64.2)
|
Gross profit
|
137.3
|
72.2
|
65.0
|
(3.4)
|
271.1
|
Administrative expenses
|
(117.5)
|
(44.8)
|
(45.3)
|
(13.9)
|
(221.5)
|
Adjusted operating profit
|
19.8
|
27.4
|
19.7
|
(17.3)
|
49.6
|
Separately reported
items
|
-
|
-
|
-
|
(38.7)
|
(38.7)
|
Operating profit
|
19.8
|
27.4
|
19.7
|
(56.0)
|
10.9
|
Finance income
|
|
|
|
|
1.8
|
Finance costs
|
|
|
|
|
(8.7)
|
Profit before taxation
|
|
|
|
|
4.0
|
Taxation
|
|
|
|
|
(6.1)
|
Profit after taxation
|
|
|
|
|
(2.1)
|
1 Americas refers to the US, Canada
and Latin America.
2 EMEA includes Mainland
Europe, Middle East, India and CPS
|
Research
|
Data
Products
|
CPS
|
Other revenue, eliminations
and unallocated costs
|
|
Group
|
2023 (Restated)
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
|
|
|
|
|
Recognised over time
|
130.2
|
83.5
|
-
|
(0.1)
|
213.6
|
Recognised at a point in
time
|
42.9
|
2.4
|
-
|
(0.6)
|
44.7
|
Total revenue
|
173.1
|
85.9
|
-
|
(0.7)
|
258.3
|
Cost of sales
|
(39.7)
|
(8.8)
|
-
|
(2.5)
|
(51.0)
|
Gross profit
|
133.4
|
77.1
|
-
|
(3.2)
|
207.3
|
Administrative expenses
|
(107.9)
|
(40.3)
|
-
|
(10.0)
|
(158.2)
|
Adjusted operating profit
|
25.5
|
36.8
|
-
|
(13.2)
|
49.1
|
Separately reported
items
|
-
|
-
|
-
|
(4.7)
|
(4.7)
|
Operating profit
|
25.5
|
36.8
|
-
|
(17.9)
|
44.4
|
Finance income
|
|
|
|
|
1.0
|
Finance costs
|
|
|
|
|
(0.7)
|
Profit before taxation
|
|
|
|
|
44.7
|
Taxation
|
|
|
|
|
(10.1)
|
Profit after taxation
|
|
|
|
|
34.6
|
Supplementary analysis by geography:
|
2024
|
2023
|
|
|
Adjusted operating profit/
(loss)
|
|
Adjusted
operating profit/ (loss)
|
Revenue
|
Revenue
|
|
£m
|
£m
|
£m
|
£m
|
UK
|
|
69.0
|
11.8
|
66.8
|
13.3
|
Americas¹
|
|
124.1
|
28.5
|
118.3
|
37.7
|
EMEA2
|
|
141.2
|
20.5
|
69.0
|
5.7
|
Asia Pacific
|
|
19.6
|
2.0
|
21.4
|
3.0
|
Intra-group revenues and other
unallocated revenues/costs
|
|
(18.6)
|
(13.2)
|
(17.2)
|
(10.6)
|
Group
|
|
335.3
|
49.6
|
258.3
|
49.1
|
2
Profit before taxation
Profit before taxation is stated
after charging:
|
2024
|
2023
|
£m
|
£m
|
Auditors' remuneration:
|
|
|
Fees payable for the audit of the
parent company and the consolidated financial statements
|
1.1
|
0.8
|
Audit of subsidiaries
|
0.2
|
0.2
|
Total auditors'
remuneration
|
1.3
|
1.0
|
Depreciation and amortisation:
|
|
|
Amortisation of intangible assets
(Note 11)
|
31.0
|
21.0
|
Depreciation of property, plant
and equipment (Note 12)
|
2.0
|
1.7
|
Depreciation of right of use
assets (Note 13)
|
3.7
|
2.6
|
Operating lease rentals:
|
|
|
Land and buildings
|
2.7
|
1.3
|
Other (income)/expenses:
|
|
|
Share-based payment expenses (Note
24)
|
2.7
|
7.6
|
Fraudulent payment resulting from
social engineering event
|
1.8
|
-
|
Panel Incentives
|
23.4
|
20.4
|
Professional service costs (IT,
advertising and L&P)
|
20.7
|
15.6
|
Charitable donations
|
0.1
|
0.2
|
Included within the fee payable to
the auditor is £36,000 (2023: £Nil) for audit related services
(interim audit procedures).
3
Separately reported items
|
2024
|
2023
|
£m
|
£m
|
Acquisition-related
costs
|
17.3
|
3.9
|
Re-organisation and integration
costs
|
9.1
|
-
|
Impairment
|
2.4
|
-
|
Amortisation of acquired customer
list and order backlog intangibles
|
9.9
|
0.8
|
|
38.7
|
4.7
|
Acquisition-related costs in the
year comprise of fees paid for services received from banks,
lawyers, accountants and other professionals in respect of the
acquisition of CPS and KnowledgeHound and £0.7m of contingent
consideration treated as staff costs in respect of the acquisitions
of Charlton Insights Inc., YouGov Finance Limited (formerly Lean
App Limited) and Faster Horses Pty Limited.
Re-organisation and integration
costs are costs incurred in relation to integration of acquired
businesses into the Group and the provision made for
restructuring.
Impairment charges of £2.4m
includes a goodwill impairment charge of £1.7m and £0.7m in
impairment for the EMEA panel asset.
4
Finance income and costs
|
2024
|
2023
|
£m
|
£m
|
Interest receivable from bank
deposits
|
2.0
|
0.3
|
Foreign exchange gains
|
(0.2)
|
0.7
|
Total finance income
|
1.8
|
1.0
|
Interest payable on finance
leases
|
0.5
|
0.3
|
Interest payable on borrowings
(Note 20)
|
7.8
|
0.2
|
|
8.3
|
0.5
|
Imputed interest on contingent
consideration and provisions
|
0.4
|
0.2
|
Total finance costs
|
8.7
|
0.7
|
Interest payable on borrowings
represent the effective interest method which adjusts for the
unwind of amortised loan fees.
5
Taxation
The taxation charge
represents:
|
2024
|
2023
|
£m
|
£m
|
Current tax on profits for the
year
|
4.5
|
9.0
|
Foreign tax
|
7.1
|
5.5
|
Adjustments in respect of prior
years
|
(1.8)
|
(0.1)
|
Total current tax charge
|
9.8
|
14.4
|
Deferred tax:
|
|
|
Origination and reversal of
temporary differences
|
(3.3)
|
(4.7)
|
Adjustments in respect of prior
years
|
(0.4)
|
(0.1)
|
Impact of changes in tax
rates
|
-
|
0.5
|
Total deferred tax charge
|
(3.7)
|
(4.3)
|
Total income statement tax charge
|
6.1
|
10.1
|
The tax assessed for the year is
higher (2023: higher) than the standard rate of corporation tax in
the UK. The Group's effective tax rate on profit is 152.7% (2023:
22.6%). Excluding the impact of costs relating to the acquisition
of CPS, the effective tax rate is 27.2%.
The differences are explained
below:
|
2024
|
2023
|
£m
|
£m
|
Profit before taxation
|
4.0
|
44.7
|
Tax charge calculated at Group's
standard rate of 25% (2023: 21%)
|
1.0
|
9.4
|
Variance in overseas tax
rates
|
0.1
|
(0.4)
|
Impact of change in in tax
rates
|
-
|
0.5
|
Impact of difference between CT
& DT rate
|
0.1
|
(0.2)
|
Expenses not deductible for tax
purposes
|
6.0
|
0.5
|
Adjustments in respect of prior
years
|
(2.2)
|
(0.2)
|
Other differences
|
1.1
|
0.5
|
Total income statement tax charge for the
year
|
6.1
|
10.1
|
Excess tax relief on employee share
option schemes of £1.6m (2023: £0.2m) was recognised as income tax
directly in equity, split between current tax of £0.2m (2023:
£0.1m) and deferred tax of £1.8m (2023: £0.3m).
The Group's current tax provision
of £7.8m (2023: £4.0m) is management's judgement of the amount of
tax payable on open tax computations where the liabilities remain
to be agreed with tax authorities in the countries that the group
operates. Specifically, £2.7m of this balance relates to the
uncertain tax items for which a provision has been made. Due to the
uncertainty associated with such tax items, it is possible that at
a future date, on conclusion of open tax matters, the final outcome
may vary significantly. Appropriate
weightings have been applied to the potential outcomes in assessing
the tax provision in line with the requirements of IFRIC
23.
Separately the group's deferred tax
balance includes a £9m deferred tax asset relating to an uncertain
tax position in Germany. The balance relates to a potential step up
in tax base on intangible assets within the CPS business following
a demerger that took place July 2023. Management's view is that it
is more likely than not the German tax authorities would
successfully argue the step up in assets took place and as such,
the deferred tax workings reflect this position.
6
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.
A dividend in respect of the year ended 31 July 2024 of 9.0p per
share, amounting to a total dividend of £10.6m is to be proposed at
the Annual General Meeting on 5 December 2024. These financial
statements do not reflect this proposed dividend
payable.
7
Earnings per share
The calculation of the basic
earnings per share is based on the earnings attributable to
Ordinary Shareholders divided by the weighted average number of
shares in issue during the year. Shares held in employee share
trusts are treated as cancelled for the purposes of this
calculation.
The calculation of diluted earnings
per share is based on the basic earnings per share, adjusted to
allow for the issue of shares and the post-tax effect of dividends
and/or interest, on the assumed conversion of all dilutive
options.
The adjusted earnings per share
have been calculated to reflect the underlying profitability of the
business by excluding share- based payments and related employer's
social tax costs, imputed interest, impairment charges, other
separately reported items and any related tax effects as well as
the derecognition of tax losses. Share-based payments and related
social taxes have been excluded from the adjusted earnings per
share as the YouGov Plc share price is a key driver of these costs.
The share price varies for many reasons so is not directly impacted
by management.
|
2024
|
2023
|
£m
|
£m
|
Profit after taxation attributable
to equity holders of the Parent Company
|
(2.4)
|
34.5
|
Add: share-based
payments
|
2.7
|
7.6
|
Add: social taxes on share-based
payments
|
(0.8)
|
-
|
Add: imputed interest (Note
5)
|
0.4
|
0.2
|
Add: separately reported items
(Note 4)
|
38.7
|
4.7
|
Tax effect of the above adjustments
and adjusting tax items
|
(4.6)
|
(1.9)
|
Adjusted profit after taxation
attributable to equity holders of the Parent Company
|
34.0
|
45.1
|
Reconciliations of the earnings and
weighted average number of shares used in the calculations are set
out below.
|
2024
|
2023
|
Number of shares
|
|
|
Weighted average number of shares
during the year: ('m shares)
|
|
|
- Basic
|
115.6
|
109.6
|
- Dilutive effect of share
options
|
3.1
|
2.5
|
- Diluted
|
118.7
|
112.1
|
The adjustments have the following
effect:
|
|
|
Basic earnings per share
|
(2.0)
|
31.5
|
Share-based payments
|
2.3
|
6.9
|
Social taxes on share-based
payments
|
(0.7)
|
0.0
|
Imputed interest
|
0.3
|
0.3
|
Separately reported
items
|
33.5
|
4.2
|
Tax effect of the above adjustments
and adjusting tax items
|
(4.1)
|
(1.8)
|
Adjusted earnings per share
|
29.4
|
41.1
|
Diluted earnings per share
|
(2.0)
|
30.8
|
Share-based payments
|
2.3
|
6.7
|
Social taxes on share-based
payments
|
(0.7)
|
-
|
Imputed interest
|
0.3
|
0.3
|
Separately reported
items
|
32.6
|
4.1
|
Tax effect of the above adjustments
and adjusting tax items
|
(4.0)
|
(1.8)
|
Adjusted diluted earnings per share
|
28.5
|
40.1
|
8
Business Combinations
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 c.132 thousand households across 16
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, visualisation, 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 Group has finalised the
purchase price allocations for both the acquisitions purchased in
January 2024. The updated amounts recognised for each class of
assets and liabilities acquired are shown in the table
below:
|
KnowledgeHound
|
CPS
|
Total
|
£m
|
£m
|
£m
|
Intangible assets
|
3.1
|
159.6
|
162.7
|
Tangible Assets
|
-
|
8.2
|
8.2
|
Cash
|
0.1
|
16.6
|
16.7
|
Current
assets1
|
1.4
|
18.2
|
19.6
|
Deferred Tax Assets
|
0.9
|
-
|
0.9
|
Current liabilities
|
(1.9)
|
(42.8)
|
(44.7)
|
Lease Liabilities
|
-
|
(6.0)
|
(6.0)
|
Deferred Tax Liabilities
|
-
|
(35.7)
|
(35.7)
|
Net assets acquired
|
3.6
|
118.1
|
121.7
|
Goodwill on acquisition
|
2.8
|
163.8
|
166.6
|
Total
consideration2
|
6.4
|
281.9
|
288.3
|
1 The fair value of acquired
receivables are £16.1m for CPS and £1.2m for KnowledgeHound. The
gross contractual amounts receivable are £16.2m for CPS and £1.2m
for KnowledgeHound, with a loss allowance of £0.1m for CPS and £Nil
for KnowledgeHound.
2 Total consideration for CPS
includes a £7.2m liability to former owners resulting from the
change in the tax status for certain intangible assets, £2.6m
payable for final working capital true up and £255.5m cash paid
(Cash paid included £215m drawn from two facilities drawn by the
group for this purpose - note 13).
The changes in the purchase price
allocations from the provisional values disclosed at half year
ended 31 January 2024 relate to:
●
|
CPS - increase in the value of
intangible assets recognised, finalisation of the acquisition
price, updates to deferred taxes and an update to revenue
recognised per IFRS 15 in January.
|
●
|
KnowledgeHound - update of deferred
taxes recognised
|
An amount of contingent
consideration recognised is based upon provisional accounting
relating to an estimated proportion of a potential tax liability
due to the former owners.
Fair value
Fair value adjustments included the
recognition of the fair value of customer relationships, brand
value 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 future economic
benefits from new as- yet-to-be delivered technology initiatives.
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. CPS includes the uplift
due to deferred tax liabilities arising on fair value of the
assets.
Acquisition-related costs
Acquisition-related costs incurred
as part of the business combinations are disclosed in Note
3.
Revenue and profit contribution
From the date of acquisition, the
acquired businesses have contributed the following revenue and
profit before tax attributable to the equity holders of YouGov plc
as outlined in the table below:
|
|
|
Revenue
|
Profit for the
year
|
|
|
|
£m
|
£m
|
KnowledgeHound
|
|
1.3
|
0.3
|
Gold CP Holding BV (CPS)
|
|
74.2
|
7.2
|
|
|
|
75.5
|
7.5
|
If the acquisitions had occurred on
1 August 2023, consolidated pro-forma revenue and profit before tax
for the year ended 31 July 2024 would have been £398.9 and £23.0
respectively. These amounts have been calculated using the
subsidiary's results and adjusting them for the additional
depreciation and amortisation that would have been charged,
assuming that the fair value adjustments to property, plant and
equipment and intangible assets had applied from 1 August 2023,
together with the consequential tax effects.
9
Goodwill
|
Americas
|
Rest of
Europe
|
DACH
|
Middle
East
|
Asia
Pacific
|
UK
|
CPS
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Carrying amount at 1 August 2022
|
36.5
|
5.9
|
27.0
|
1.8
|
2.8
|
9.1
|
-
|
83.1
|
Exchange differences
|
(1.1)
|
0.1
|
0.6
|
(0.1)
|
(0.2)
|
-
|
-
|
(0.7)
|
Carrying amount at 31 July 2023
|
35.4
|
6.0
|
27.6
|
1.7
|
2.6
|
9.1
|
-
|
82.4
|
At 31 July 2023
|
|
|
|
|
|
|
|
|
Cost
|
35.4
|
8.1
|
30.1
|
1.7
|
2.6
|
9.1
|
-
|
87.0
|
Accumulated impairment
|
-
|
(2.1)
|
(2.5)
|
-
|
-
|
-
|
-
|
(4.6)
|
Net book amount
|
35.4
|
6.0
|
27.6
|
1.7
|
2.6
|
9.1
|
-
|
82.4
|
Carrying amount at 1 August 2023
|
35.4
|
6.0
|
27.6
|
1.7
|
2.6
|
9.1
|
-
|
82.4
|
Additions
|
2.8
|
-
|
-
|
-
|
-
|
-
|
163.8
|
166.6
|
Impairment
|
-
|
-
|
-
|
(1.7)
|
-
|
-
|
-
|
(1.7)
|
Exchange differences
|
-
|
(0.1)
|
(0.4)
|
-
|
-
|
-
|
(3.2)
|
(3.7)
|
Carrying amount at 31 July 2024
|
38.2
|
5.9
|
27.2
|
-
|
2.6
|
9.1
|
160.6
|
243.6
|
At 31 July 2024
|
|
|
|
|
|
|
|
|
Cost
|
38.2
|
8.0
|
29.7
|
1.7
|
2.6
|
9.1
|
160.6
|
249.9
|
Accumulated impairment
|
-
|
(2.1)
|
(2.5)
|
(1.7)
|
-
|
-
|
-
|
(6.3)
|
Net book amount
|
38.2
|
5.9
|
27.2
|
-
|
2.6
|
9.1
|
160.6
|
243.6
|
CPS is treated as a separate CGU as
it is run and managed by a separate management team who manage
across all of the CPS countries. It's customer base is also largely
multi-national.
In accordance with IAS 36, the
carrying values of goodwill and other intangible assets are
reviewed annually for impairment. The annual impairment review was
undertaken as at 31 July 2024. This included the review of the
newly acquired CPS business. The recoverable amounts of all CGUs
have been determined based on value in use calculations. This
review assessed whether the carrying value of goodwill was
supported by the net present value of future cash flows derived
from assets using a projection for each CGU for a period of five
years from 31 July 2024.
The sources of the assumptions used
in making the assessment are as follows:
●
|
CGU revenue annualised growth rates
are 6% to 21% for years 1 to 5 (2023: 7% to 11%). Growth rates are
based on both internal and external market information. Higher
growth rates reflect the low Year 1 growth rate adjusted to reflect
short term trading conditions.
|
●
|
Perpetuity growth rates are 1.5% to
2.3% (2023: 2.5%).
|
●
|
Pre-tax weighted average costs of
capital are 11% to 13% (2023: 11% to 14%).
|
●
|
Gross profit margin rates are 74%
to 88% (2023: 74% to 81%).
|
Management has performed a
sensitivity analysis on the net present value of the future cash
flows by applying reasonably possible (but not unrealistic) adverse
effects on the impairment review variables that could arise
individually or collectively.
Below is a summary of the key
assumptions for DACH and Asia Pacific which were deemed to have a
significant impairment risk, reflecting lower than expected revenue
growth in FY24. Management's assumption is that these CGUs will
return to previous levels of revenue and profitability in the short
to medium term. Continued under-performance would lead to increased
risk of impairment.
|
Headroom
(£m)
(Value in Use
less Carrying Value)
|
Annualised
Growth
Rate
(%)
|
WACC
(%)
|
Terminal
Rate (%)
|
Nil
Headroom
Growth
Rate
(%)
|
Nil
Headroom Gross Margin
Rate
(%)
|
DACH
|
43
|
6%
|
12.2%
|
1.5%
|
1.2%
|
69%
|
Asia Pacific
|
81
|
16%
|
12.7%
|
2.3%
|
2.6%
|
66%
|
Management have written off the
goodwill for MENA of £1.7m. The impairment reflects the impact of
continued under-performance in expected revenue growth and the
impact of internal management changes resulting in a failure to
pass all of the sensitivity tests performed. The impairment reduces
the value to a recoverable amount of £1m. Sufficient headroom
exists in the remaining CGUs to support the valuation of the
goodwill.
10
Other intangible assets
Group (Restated)
|
Consumer
panel
|
Software and software
development
|
Customer contracts and
lists
|
Order
Backlog
|
Trademarks and product
development and Brands
|
Total
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 August 2022
|
|
|
|
|
|
|
Cost
|
44.8
|
59.6
|
11.5
|
-
|
2.6
|
118.5
|
Accumulated
amortisation
|
(29.9)
|
(42.5)
|
(5.3)
|
-
|
(1.3)
|
(79.0)
|
Net book amount
|
14.9
|
17.1
|
6.2
|
-
|
1.3
|
39.5
|
Year ended 31 July 2023
|
|
|
|
|
|
|
Opening net book amount
|
14.9
|
17.1
|
6.1
|
-
|
1.4
|
39.5
|
Additions:
|
|
|
|
|
-
|
|
Separately acquired
|
9.3
|
1.2
|
-
|
-
|
-
|
10.5
|
Internally developed
|
-
|
7.7
|
-
|
-
|
-
|
7.7
|
Disposals
|
(7.4)
|
-
|
-
|
-
|
-
|
(7.4)
|
Amortisation:
|
|
|
|
|
|
|
Amortisation - current year
charge
|
(10.5)
|
(9.3)
|
(0.8)
|
-
|
(0.4)
|
(21.0)
|
Amortisation -
disposals
|
7.4
|
-
|
-
|
-
|
-
|
7.4
|
Exchange differences
|
(0.3)
|
(0.1)
|
(0.1)
|
-
|
-
|
(0.5)
|
Closing net book amount
|
13.4
|
16.6
|
5.2
|
-
|
1.0
|
36.2
|
At 31 July 2023
|
|
|
|
|
|
|
Cost
|
45.6
|
68.4
|
11.2
|
-
|
2.6
|
127.8
|
Accumulated
amortisation
|
(32.2)
|
(51.8)
|
(5.9)
|
-
|
(1.7)
|
(91.6)
|
Net book amount
|
13.4
|
16.6
|
5.3
|
-
|
0.9
|
36.2
|
Year ended 31 July 2024
|
|
|
|
|
|
|
Opening net book amount
|
13.4
|
16.6
|
5.3
|
-
|
0.9
|
36.2
|
Additions:
|
|
|
|
|
-
|
|
Separately acquired
|
13.4
|
1.9
|
-
|
-
|
-
|
15.3
|
Internally developed
|
-
|
4.2
|
-
|
-
|
-
|
4.2
|
Through business
combinations
|
11.6
|
5.4
|
135.7
|
10.0
|
-
|
162.7
|
Disposals
|
(20.6)
|
(4.6)
|
-
|
-
|
-
|
(25.2)
|
Amortisation:
|
|
|
|
|
|
|
Amortisation - current year
charge
|
(12.1)
|
(8.6)
|
(6.1)
|
(3.8)
|
(0.4)
|
(31.0)
|
Amortisation -
disposals
|
20.6
|
4.6
|
-
|
-
|
-
|
25.2
|
Exchange differences
|
(0.3)
|
(0.4)
|
(2.2)
|
(0.1)
|
-
|
(3.0)
|
Closing net book amount
|
26.0
|
19.1
|
132.7
|
6.1
|
0.5
|
184.4
|
At 31 July 2024
|
|
|
|
|
|
|
Cost
|
49.7
|
74.9
|
144.7
|
9.9
|
2.6
|
281.8
|
Accumulated
amortisation
|
(23.7)
|
(55.8)
|
(12.0)
|
(3.8)
|
(2.1)
|
(97.4)
|
Net book amount
|
26.0
|
19.1
|
132.7
|
6.1
|
0.5
|
184.4
|
11
Trade and other receivables
|
31 July
2024
|
31 July
2023
|
31 July
2024
|
31 July
2023
|
Group
|
Group
|
Company
|
Company
|
£m
|
£m
|
£m
|
£m
|
Trade receivables
|
51.1
|
28.4
|
9.2
|
7.0
|
Expected credit loss
|
(1.4)
|
(1.0)
|
(0.1)
|
(0.2)
|
Net trade receivables
|
49.7
|
27.4
|
9.1
|
6.8
|
Amounts owed by Group
undertakings
|
-
|
-
|
95.1
|
69.3
|
Other receivables
|
6.8
|
6.5
|
0.2
|
0.2
|
Prepayments
|
5.9
|
6.5
|
1.3
|
2.2
|
Accrued income
|
10.2
|
14.8
|
1.5
|
1.3
|
|
72.6
|
55.2
|
107.2
|
79.8
|
12
Trade and other payables
Current
|
31 July 2024
|
31
July 2023
|
31 July 2024
|
31
July 2023
|
Group
|
Group
|
Company
|
Company
|
£m
|
£m
|
£m
|
£m
|
Trade payables
|
14.7
|
6.1
|
3.8
|
1.5
|
Amounts owed to Group
undertakings
|
-
|
-
|
87.1
|
27.9
|
Accruals
|
28.6
|
21.6
|
6.2
|
8.8
|
Deferred income
|
43.0
|
26.6
|
9.2
|
7.4
|
Other payables
|
19.2
|
14.0
|
4.0
|
2.9
|
|
105.5
|
68.3
|
110.3
|
48.5
|
13
Borrowings
Borrowings are made up as
follows:
|
|
|
2024
|
2023
|
|
|
|
Current
|
Non-current
|
Total
|
Current
|
Non-current
|
Total
|
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revolving Credit
Facility
|
|
|
(20.0)
|
-
|
(20.0)
|
-
|
-
|
-
|
Term Loan
|
|
|
(30.4)
|
(169.6)
|
(200.0)
|
-
|
-
|
-
|
|
|
|
(50.4)
|
(169.6)
|
(220.0)
|
-
|
-
|
-
|
Term Loan and Revolving Credit Facility
(RCF)
On 29 September 2023, the Group
entered into a secure facilities agreement with a syndicate of
banks led by Citibank to borrow €280m for a period of 4 years to
finance the acquisition of CPS and provide working capital
headroom. The facilities constituted a €240m (£202m) term loan and
€40m (£34m) revolving credit facility. The interest rate on the
term loan is 3 month EURIBOR plus a margin which is adjusted based
on the leverage ratio. The interest rate plus margin payable for
the RCF facilities is dependent on the currency that is borrowed.
The Group pays interest quarterly for both the term loan and the
RCF balances.
On 9 January 2024, the Group drew
down €240m representing the full term loan and €10m RCF to support
payment of the acquisition costs for CPS. The original RCF was
repaid in April 2024 and new drawdown of £20m Pounds Sterling was
made on 18 July 2024.
The term loan is repayable over 4
years with annual payments due each October based on an agreed
payment profile. Repayment terms for the RCF are agreed at each
drawdown with the longest repayment term being until September
2026.
The Group has fixed and floating
charges over its fixed and current assets in respect of the above
facilities. These charges ensure that the lender has a priority
claim over these assets in the event of default.
Covenants
There are financial covenants in
favour of the lenders under the term loan which are subject to a
financial covenant test six monthly in line with the Group's
external reporting timelines. The covenants are:
●
|
Interest cover shall not be less
that 4.0:1
|
●
|
Adjusted leverage for the period
should not exceed 3.50: 1
|
The Group has complied with the
financial covenants of the term loan during the period.
14
Events after the reporting year
The group entered into a hedge
transaction in August 2024 to hedge against variable interest rate
exposure arising from the bank loans in place. The hedge term is
aligned to the term loan.
On 6 August 2024 the Company
acquired 100% of the share capital in The Thinking Studio Limited
(trading as Yabble) for an initial consideration of £4.5m and a
three year post-completion earn-out based upon specific revenue
targets being met. The earn-out is capped at c£15.5m. Initial
consideration has been settled through existing cash resources of
£1.3m, with the sellers agreeing to apply a portion of the cash
proceeds towards a phased subscription for Ordinary Shares at their
market value. This acquisition will allow the Group to power new
and valuable insights through Yabble's generative AI technology. As
of the reporting date, the initial accounting for the business
combination is yet to be finalised. Therefore, certain disclosures
required could not be made. Specifically, the allocation of the
purchase price to the identifiable assets acquired and liabilities
assumed.